TCR_Public/020108.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 8, 2002, Vol. 6, No. 5     

                          Headlines

ALLIS-CHALMERS: Considering Selling Assets Outside Energy Sector
AMERICA WEST: Makes Aircraft Lease Payment of About $23 Million
ASSISTED LIVING: Joint Plan of Reorg. Takes Effect on January 1
AT HOME CORP: Founders of Two Fold Photos Reacquire Webshots
BHN MORTGAGE: S&P Places Junk Ratings on Watch Negative

BETHLEHEM STEEL: Wants to Implement Key Employee Retention Plan
BORDEN CHEMICALS: Asks for Exclusivity Extension through March 4
CHYPS CBO: S&P Slashes Ratings On Class A-3A & A-3B Notes to B-
CHART INDUSTRIES: Gets Waiver of Default Under Credit Agreement
COMDISCO: Equity Committee Balks at HP Termination Fee Payment

CORAM HEALTHCARE: Wants Lease Decision Period Extended to May 1
COVAD COMMS: Court Okays Ernst & Young for Auditing Services
CROWN CORK: Could this Company's Asbestos Liability be History?
EMPRESA ELECTRICA: S&P Says Sale Will Not Affect Junk Rating
ENRON CORP: Terminates December Power Contracts with Great Bay

EXIDE TECHNOLOGIES: Gets Waiver of Covenants Under Credit Pact
EXODUS: Wants Approval to Sell Herndon Property to Federal Home
FEDERAL-MOGUL: Seek Extension of Removal Period Until April 1
FRUIT OF THE LOOM: Files Amended Plan of Reorganization in DE
GENCOR INDUSTRIES: Reorg. Plan Declared Effective December 31

GLOBAL GOV'TS: Templeton to Buy Assets Under Liquidation Plan
HALLIBURTON: Shrugs Off Bankruptcy and Asbestos Rumors
HEXCEL CORP: Gets Waiver of Covenant Defaults Under Credit Pact
LTV CORP: Accepting Bids for Steel Assets Until February 20
LAIDLAW INC: Canadian Court Okays D&O Liability Trust Indenture

LODGIAN INC: Brings In Cadwalader Wickersham for Legal Services
LOEWEN GROUP: Court Establishes Reserve Amounts Under Joint Plan
MADGE NETWORKS: Unmitigated Debts May Adversely Affect Liquidity
MARINER POST-ACUTE: Taps CAP Gemini for Limited Consulting Jobs
MEDMIRA: Expects BDO Dunwoody to Complete Audit by January 21

METALS USA: US Trustee Amends Unsecured Creditors' Committee
METALS USA: Gets Final Approval of $350 Million DIP Financing
NATIONSRENT INC: Signs-Up Jones Day as Lead Bankruptcy Counsel
NORTH AMERICAN REFRACTORIES: Chapter 11 Case Summary
OPEN PLAN: Troy Peery Jr. Discloses 12.8% Equity Interest

OWENS CORNING: Lease Decision Period Extended Until June 4, 2002
PILLOWTEX: Taps Yantek as Claims & Contracts Consultants
PIONEER COMPANIES: Emerges From Bankruptcy in U.S. and Canada
PSINET INC: Seeks Emergency Employment of Brazilian Counsel
RATEXCHANGE CORP: Red Ink Has Continued to Flow Since Inception

RHI REFRACTORIES: Will Implement Restructuring Plan to Cut Debts
ROHN INDUSTRIES: Bank Lenders Agree to Forbear Until January 10
SUN HEALTHCARE: Names W. Mathies as New President of SunBridge
TELIGENT: Seeks Extension of Exclusivity and Removal Periods
TEMPLETON VIETNAM: Will Begin Liquidation & Dissolution Process

VSOURCE: Issues 11MM Shares to Lenders Under Bridge Loan Pact
WASTE SYSTEMS: Wants Plan Filing Period Extended to February 7
WASTE SYSTEMS: Exclusivity Termination Hearing Resumes on Jan 24
WEBB INTERACTIVE: Retires All Series B-2 Preferred Stock
WILLCOX & GIBBS: Wants Lease Decision Period Extended to May 7

XEROX CORP: Moody's Puts Debt Rating Under Review for Downgrade

                          *********

ALLIS-CHALMERS: Considering Selling Assets Outside Energy Sector
----------------------------------------------------------------
On December 12, 2001, Allis-Chalmers Corporation, a Delaware
corporation, consummated the sale of a wholly-owned subsidiary,
Houston Dynamic Service, Inc., to Clayton Lau, the general
manager of HDS, in a management buy-out. Under the terms of the
sale, the Company received a promissory note from the buyer in
the amount of $930,000 due on November 30, 2007, secured by
certain HDS equipment. HDS assigned to the Company the HDS
accounts receivable and the Company assumed the obligation to
pay the HDS accounts payable and the outstanding balance on a
revolving line of credit in the amount of $375,000. A loss on
the sale of approximately $1 million resulting from the sale
will be recorded for the three months ended December 31, 2001.

In conjunction with the sale of HDS, the Company formally
discontinued the operations related to precision machining of
rotating equipment, which was the principal HDS business.

As part of the overall corporate strategy to focus on its core
business of providing services to the oil and gas industry and
to increase shareholder value, the Company intends to sell or
license its worldwide rights to patents, tradenames and logos
for products and service outside the energy sector.

At the end of the September quarter, Allis-Chalmers reported an
upside-down balance sheet, with total stockholders' equity
deficit of around $5 million.


AMERICA WEST: Makes Aircraft Lease Payment of About $23 Million
---------------------------------------------------------------
America West Airlines (NYSE: AWA) said it made an aircraft lease
payment of approximately $23 million.

On January 2, 2002, America West said it had chosen to defer $72
million of aircraft lease payments following the announcement on
December 28, 2001, that the Air Transportation Stabilization
Board conditionally approved the company's application for
federal loan guarantees.  The company expects to make the
remaining $49 million of deferred payments within the applicable
grace period.  The $445 million loan, of which $380 million is
to be guaranteed by the government, is expected to close by mid-
January 2002.


ASSISTED LIVING: Joint Plan of Reorg. Takes Effect on January 1
---------------------------------------------------------------
Assisted Living Concepts, Inc., a national provider of assisted
living services, announced that the First Amended Joint Plan of
Reorganization (the Plan) of the Company and its wholly owned
subsidiary, Carriage House Assisted Living, Inc. became
effective on Jan. 1, 2002, and that the Debtors emerged from
protection under Chapter 11 of the United States Bankruptcy
Code.

The Plan confirmed by the United States Bankruptcy Court for the
District of Delaware in Wilmington authorized the issuance as of
the Effective Date (subject to the Reserve described below) of
$40.25 million aggregate principal amount of seven-year secured
notes, bearing interest at 10% per annum, payable semi-annually
in arrears, and $15.25 million aggregate principal amount of
ten-year secured notes and collectively with the New Senior
Secured Notes, bearing interest payable in additional New
Junior Secured Notes for three years at 8% per annum and
thereafter payable in cash at 12% per annum, payable semi-
annually in arrears, and 6,500,000 shares of new common stock,
par value $0.01 of the reorganized Company.

The Company expects its shares of New Common Stock to be quoted
on the OTC Bulletin Board on or about January 7, 2002, under the
symbol "ASLC" and the New Notes to be quoted over the counter.

At the Effective Date, the new Board of Directors of the
reorganized Company consists of seven members as follows:
Leonard Tannenbaum, Andre Dimitriadis, W. Andrew Adams
(chairman), Matthew Patrick, Mark Holliday, Richard Ladd and
Wm. James Nicol, the chief executive officer of the Company.

The Company held back from the initial issuance of New Common
Stock and New Notes on the Effective Date, $440,178 of New
Senior Secured Notes, $166,775 of New Junior Secured Notes and
68,241 shares of New Common Stock (collectively, the "Reserve")
to be issued to holders of Allowed Class 4 Claims at a later
date. The total amount of, and the identities of the holders of,
the Allowed Class 4 Claims will not be known until after the
Effective Date, either because certain Allowed Class 4 Claims
are Disputed Claims (as defined in the Plan) or because those
claims were not made by their holders prior to December 19,
2001, the cutoff date for calculating the Reserve. Once the
total amount of the Allowed Class 4 Claims and the identities of
the holders of those claims have been determined, the shares of
New Common Stock and the New Notes held in the Reserve will be
distributed pro rata among the holders of the Allowed Class 4
Claims.

If the Reserve is insufficient to cover Allowed Class 4 Claims
allowed after the Cutoff Date, the Company and its subsidiaries
will have no further liability with respect to those Allowed
Class 4 Claims and the holders of those claims will receive
proportionately lower distributions of shares of New Common
Stock and New Notes than the holders of Allowed Class 4 Claims
allowed prior to the Effective Date. If the Reserve exceeds the
distributions necessary to cover Allowed Class 4 Claims allowed
after the Effective Date, the additional securities remaining in
the Reserve will be distributed among all holders of Allowed
Class 4 Claims so as to ensure that each holder of an Allowed
Class 4 Claim receives, in the aggregate, its pro rata share of
the New Common Stock and the New Notes. In this case, the
holders of Allowed Class 4 Claims allowed prior to the Effective
Date will receive distributions of securities both on the
Effective Date and on the subsequent distribution date.

Holders of the Company's old common stock and old debentures who
hold those securities in certificated form will receive a letter
of transmittal from American Stock Transfer & Trust Company, the
Company's disbursing agent. This letter must be completed and
returned with the certificated securities in order for a holder
to receive the shares of the New Common Stock and/or New Notes,
as applicable, to which that holder is entitled under the Plan.

Holders of the Company's old common stock and old debentures who
hold their securities in book-entry form through The Depositary
Trust Company (DTC) will receive shares of New Common Stock
and/or New Notes, as applicable, in book entry form through DTC
once DTC has surrendered the old common stock and old debentures
held through DTC.


AT HOME CORP: Founders of Two Fold Photos Reacquire Webshots
------------------------------------------------------------
Webshots, the popular online photo service that revolutionized
desktop pictures, has been acquired by a partnership of
Webshots' original founders. Two Fold Photos, LLC, formed by
Webshots founder Andrew Laakmann and the site's former owners,
bought back the company from @Home (formerly Excite@Home) after
final approval was granted in bankruptcy court. Financial
details of the sale were not disclosed.

"This is an exciting day," said Andrew Laakmann, Webshots
founder and CEO, "and we want to thank Webshots' millions of
loyal users for supporting us through the challenges of the last
few months. In reacquiring Webshots, we are committed to making
it the best place on the Web to share and enjoy photography,
creating a useful, exciting, and fun experience for our users."

Webshots was purchased by Excite@Home in October 1999 for
approximately $82.5 million. Since then, Webshots has grown to
become the largest Web destination for screensavers and desktop
photos. More than 16 million searchable and downloadable photos
are managed by Webshots. Individual users add more than 70,000
photos every day to personal photo albums that they can share
with friends, family and loved ones. And through Webshots' eCard
service, users send more than 100,000 electronic greeting cards
daily.

Since analysts estimate the memory-keeping industry to be worth
more than $10 billion annually, the new owners plan to move
quickly to build on Webshots' success.

"We have an aggressive plan to enhance and expand Webshots'
range of products and services," said Narendra Rocherolle,
President and COO. "With analysts estimating 4 million new
digital camera owners this year, there is huge growth potential
for us."

Webshots' assets are scheduled to be transferred to the new
owners on January 11, 2002. Laakmann expects the Webshots web
site to be offline for a few hours that day as the transition
takes place, but otherwise expects minimal impact on users.

"The photo memories of millions of people are now our
responsibility," said Laakmann. "Our users should be confident
that we will protect those memories in every way."

Founded in 1995 as a screensaver sales force, Webshots
revolutionized the desktops of millions of computer users in
1998 by offering free daily desktop downloads. Today, Webshots
is the leading Internet destination for downloading, editing,
enhancing, managing, sharing and enjoying amateur and
professional digital photography. Webshots offers a wide range
of services, including personal, shareable photo albums,
electronic greeting cards, screensavers, and desktop wallpaper
and display software. With more than 16 million downloadable
images and the most-downloaded screensaver on the Internet in
the past five years, Webshots continues to redefine online photo
services. To find out more, visit http://www.webshots.com


BHN MORTGAGE: S&P Places Junk Ratings on Watch Negative
-------------------------------------------------------
Standard & Poor's placed its triple-'C'-plus ratings on BHN II
Mortgage Trust's class A1 and A2 bonds series 1997-1 and BHN III
Mortgage Trust's class A1 and A2 bonds series 1997-2 on
CreditWatch with negative implications.

Both transactions have structural features providing investors
with protections against payment defaults. Nevertheless, the
ratings might be affected by the enormous policy uncertainties
resulting from Argentina's continuing economic, financial, and
political crisis, including the uncertain outcome of the
monetary framework as well as the continuing implementation of
foreign exchange controls. Though the official announcement of a
new economic plan is soon to be defined, the new president's
inaugural speech foretold the end of the one-to-one Argentine
peso-to-U.S. dollar parity, moving toward an outright
devaluation, with uncertain outcome. Devaluation will likely
result in larger portfolios' credit losses, increasing
delinquency and foreclosure ratios. Also, as seen in other
emerging markets that suffered milder crises in the recent past,
there could be additional legal challenges to these
transactions, including the potential restructuring of the terms
and conditions of the underlying mortgage contracts, lowering
interest rates, or extending original maturities, which would
affect the credit performance of the referred transactions.

In BHN II Mortgage Trust and BHN III Mortgage Trust, the senior
bonds are supported by subordination (provided by junior bonds
and certificates of participation), a liquidity reserve fund,
and the revenue spread that exists between the interest received
on the mortgages and interest that is payable on the securities.
The trusts' ability to make payments to the senior bondholders
is further enhanced because the bonds were structured to
increase the level of subordination over time. Also, the
restrictions imposed Dec. 1, 2001, on cash withdrawals from bank
accounts did not directly affect the performance of these deals,
since all funds deposited in bank accounts can still be used as
a means of payment through electronic transfers, credit and
debit cards, and checks, thus, not preventing debtors from
making their debt payments. However, Standard & Poor's believes
that even though the transactions have shown a strong credit
performance during the past four years and benefit from adequate
loss coverage break-even levels, they could be affected by the
uncertain outcome of a deepening recession through a currency
devaluation. Because the underlying debtors receive their income
in Argentine pesos and have to make the mortgage payments in
U.S. dollars, the impact of a devaluation on their payment
performance under the current recessive and turmoil scenario
remains a concern.

However, a bigger concern is that currently, there are several
restrictions to transfer U.S. dollars abroad, even if underlying
assets are performing. Standard & Poor's believes that these
restrictions on transfer and convertibility, if sustained, would
bring the transactions to default, even if cash flows are still
adequate; however, the transactions benefit from off-shore
reserve accounts, which should provide for debt service for at
least the next three months. Standard & Poor's will closely
follow the credit performance of these transactions to evaluate
the adequacy of the risk mitigants and determine whether the
issues' ratings would be affected if Argentina's economic,
financial, and political situation continues to deteriorate.


BETHLEHEM STEEL: Wants to Implement Key Employee Retention Plan
---------------------------------------------------------------
Bethlehem Steel Corporation, and its debtor-affiliates seek a
Court order authorizing and approving:

  (1) a retention program for certain senior level managers
      (other than Bethlehem's Chairman and the Chief Executive
      Officer), key managers and other key employees,

  (2) the assumption of modified "change in control" severance
      agreements with 13 of the Key Employees, and

  (3) a discretionary fund for the granting of retention
      payments by Bethlehem's Chairman and Chief Executive
      Officer,

in order to maximize the value of the Debtors' enterprise and to
assure an expeditious and successful reorganization for the
benefit of all parties in interest.

According to Harvey R. Miller, Esq., at Weil, Gotshal & Manges
LLP, in New York, New York, the Retention Program has been
designed to:

  (a) ensure that the Key Employees continue to provide
      essential management and other necessary services during
      the Debtors' chapter 11 cases,

  (b) stem the attrition already adversely impacting the
      Debtors' operations, and

  (c) provide the necessary incentives to attract new senior
      level employees to fill critical vacant positions.

Notably, Mr. Miller points out, Bethlehem's Chief Executive
Officer is being excluded from the Retention Program and
coverage under a change in control severance agreement.

Mr. Miller explains that the Debtors' Key Employees are an
extremely valuable asset.  If these Key Employees resign from
the company because of the uncertain conditions brought about by
the bankruptcy filing, Mr. Miller warns the Court that the
Debtors' business operations will likely suffer.  Furthermore,
Mr. Miller adds, the Debtors are sure to incur substantial costs
in replacing these Key Employees.

                    Annual Incentive Plan

Mr. Miller relates that the Debtors maintain the Bethlehem
Annual Incentive Plan for Corporate and Steel Business Salaried
Employees, which is a customary yearly incentive plan, in which
the Key Employees and other non-represented employees are
eligible to receive annual cash bonuses based upon performance.

"The Compensation Committee typically establishes, in its
discretion, new performance objectives for the payment of target
bonuses, as well as lower and higher thresholds, under the
Annual Incentive Plan shortly after the beginning of each
calendar year," Mr. Miller explains.  Annual bonuses, if any are
earned, are paid after the end of the year, typically in March,
Mr. Miller adds.  Performance objectives have been historically
based on the achievement of corporate objectives for return on
net assets, corporate profitability and budget goals, according
to Mr. Miller.  However, Mr. Miller notes, management has not
yet presented its 2002 business plan to Bethlehem's Board of
Directors, and the Compensation Committee is not expected to
establish performance objectives with respect to 2002 until
shortly after the beginning of such year following its
consideration of management's business plan.

                       Retention Program

Bethlehem's senior management developed the Retention Program
with the assistance of the Human Capital Division of Arthur
Andersen and Towers Perrin, each specializing in compensation
and related issues, Mr. Miller tells the Court.  Subject to this
Court's approval, Mr. Miller says, the Compensation Committee
has adopted the Retention Program.  Mr. Miller makes it clear
that none of the members of the Compensation Committee are
employees of any of the Debtors or their affiliates, or
beneficiaries of the program.  In determining to adopt the
Retention Program, Mr. Miller explains, the Compensation
Committee considered, among other things, these factors:

  (a) The obvious need to retain Key Employees;

  (b) The costs associated with the implementation of the
      program and the costs of similar programs implemented in
      other reorganization cases;

  (c) The role of each covered employee in the Bethlehem
      enterprise and the chapter 11 cases, as well as the effect
      of the chapter 11 cases on such employee's duties and
      responsibilities;

  (d) The operational and financial performance of Bethlehem,
      including the impact of a Retention Program on those
      employees who are not covered by such program;

  (e) Compensation received by senior management personnel at
      other companies in comparison to what has actually been
      received by Key Employees during the period prior to the
      Commencement Date; and

  (f) The disruption and costs associated with losing and having
      to replace Key Employees, as well as the availability of
      suitable replacement employees.

Mr. Miller maintains that the Retention Program, in conjunction
with the Debtors' Annual Incentive Plan, addresses the need:

  (1) to provide Key Employees with an opportunity to earn cash
      compensation beyond base salaries in order to minimize Key
      Employee turnover,

  (2) to attract highly competent new executives, and

  (3) to motivate all Key Employees to work diligently and
      productively not only to maximize enterprise value but
      also to achieve a successful conclusion of the chapter 11
      cases.

As a consequence of the uncertainties being faced by the Key
Employees and the loss of critical personnel the Debtors already
are experiencing, the Debtors believe prompt approval of the
Retention Program is imperative and represents a sound
investment which will reap substantial benefits and returns.

Mr. Miller further elaborates that the Retention Program
provides for periodic cash retention payments to Key Employees.

A. Retention Program

The Compensation Committee has identified 87 Key Employees, Mr.
Miller informs Judge Lifland.  However, Mr. Miller notes, the
Compensation Committee, in consultation with Bethlehem's
Chairman and Chief Executive Officer, continues to evaluate the
requirements of the chapter 11 cases and the Debtors' businesses
in light of changing economic and business conditions.
Accordingly, Mr. Miller clarifies that until the Retention
Program is approved by the Bankruptcy Court, the Compensation
Committee reserves the right to change the Key Employees who are
to participate in the Retention Program, subject to certain
limits as to the aggregate payments to participants within
specified pay groups and to all participants.

"An employee who is selected for participation in the Retention
Program shall be assured retention payments at least equal to
the minimum amount specified for such employee's pay level and
could reasonably expect to receive retention payments up to the
maximum amount specified for such employee's pay level," Mr.
Miller states.  The Debtors believe that the maximum amount of
retention payments at each pay level represents a fair and
reasonable amount to retain Key Employees at such pay levels
generally.  However, Mr. Miller explains, the Debtors recognize
that the amount required to retain any particular Key Employee
depends on a multitude of factors, including unique factors that
relate solely to the particular Key Employee.

                           Retention Payment   Retention Payment
Category     Pay Level          Minimum           Maximum
--------     ---------    -----------------   -----------------
Senior
Executives   40 and above     60% of salary       80% of salary

Senior Key
Managers     36 to 39         50% of salary       70% of salary

Key Managers 32 to 35         40% of salary       60% of salary

Other Key
Employees    31 and below     30% of salary       50% of salary

Mr. Miller states that about 87 Key Employees (excluding
Bethlehem's Chairman and CEO) will be eligible to receive
periodic cash retention payments over an approximately two-year
period.  "The aggregate amount of the retention payments to any
Key Employee for such two-year period will generally be equal to
a percentage of the executive's annual salary rate (but in no
event greater 80% of annual salary)," Mr. Miller informs Judge
Lifland.  Retention payments will be made in three equal
installments:

              33-1/3% in July 2002,
              33-1/3% in February 2003, and
              33-1/3% on the effective date of a plan or
                      reorganization (but not earlier than
                      October 2003 or later than February 2004).

In addition, Mr. Miller reports that an aggregate amount of
$1,000,000, increased by the unused and undistributed portion of
the retention payments initially reserved for Key Employees,
shall be available for retention payments to employees (other
than Bethlehem's Chief Executive Officer) in such amounts and
upon such terms and conditions as the Chief Executive Officer
shall determine in his reasonable discretion as necessary to
retain particular employees in the best interests of the
Debtors.  Assuming all Key Employees received only the minimum
amount of retention payments, Mr. Miller estimates that the
aggregate amount of the retention pool would be approximately
$3,580,000.

According to Mr. Miller, the aggregate cost of retention
payments will not exceed approximately $7,920,000, plus an
additional $1,000,000 discretionary retention pool.  Mr. Miller
emphasizes that the aggregate cost of retention payments for Key
Employees at specified pay categories should not exceed these
aggregate limits:

Category                Pay Level          Aggregate Cost Limit
--------                ---------          --------------------
Senior Executives       40 and above           $1,270,000
Senior Key Managers     36 to 39               $1,560,000
Key Managers            32 to 35               $3,230,000
Other Key Employees     31 and below           $1,860,000

Mr. Miller makes it clear that the Key Employees will be
entitled to receive the retention payments only if they are
still employed by the Debtors on the applicable payment date,
except that a pro rata amount (based on actual service) of the
next payment will be made in the event of death, permanent
disability, termination without cause or retirement.  In
addition, Mr. Miller continues, in the case of an involuntary
termination without cause or a resignation for good reason
following a change in control of Bethlehem, the remainder of the
full retention amount will be paid. However, Mr. Miller notes,
to the extent any retention payment is accelerated following a
change in control of Bethlehem, the amount of such accelerated
payment that had not yet accrued (based on actual service) shall
be credited against and reduce the amount of severance pay to
the same employees. "In other words, the unearned retention
payments (based on actual service) shall reduce the amount of
severance pay, if any, owed to the same employees," Mr. Miller
explains.

Bethlehem estimates that the cost of the Retention Program will
be approximately $2,640,000 for 2002, and $5,280,000 for 2003
(and early 2004, if applicable), assuming no changes in the
composition of Key Employees, and their salaries and retention
payments at the maximum amount permitted, and excluding the
discretionary retention pool.

Based upon information maintained by Arthur Andersen, Mr. Miller
says, the projected annualized cost of the program as a
percentage of the Debtors' annual revenues (.09%) is
substantially below the average and median revenue percentages
as to retention programs implemented in other chapter 11 cases.

       Assumption of Revised Change in Control Agreements

Bethlehem addressed the concerns about a potential change in
control of the company by previously entering into certain
change in control severance agreements with 17 of the Key
Employees, according to Mr. Miller.

Mr. Miller explains that the Original Change in Control
Agreements were designed to demonstrate Bethlehem's commitment
to such Key Employees by providing them with the assurance that
if they were involuntarily terminated without cause following a
change in control or they terminated for good reason, they will
receive a competitive level of severance compensation.  In
addition, based on the presumption that any steel company that
agreed to merge with Bethlehem would probably establish
severance arrangements for its key employees, Mr. Miller relates
that the Original Change in Control Agreements eliminated any
perception among the Key Employees that they were at greater
risk of being terminated than their counterparts at the other
steel company in order for the merged companies to avoid
severance costs.

Currently, Mr. Miller says, Bethlehem is a party to individual
Original Change in Control Agreements with 17 Key Employees
(Bethlehem's Chairman and Chief Executive Officer who was hired
on September 24, 2001, does not have such an agreement).  By
this motion, Bethlehem wishes to assume the Change in Control
Agreements, with certain material modifications, for 13 of the
17 Key Employees.

The Original Change in Control Agreements are divided into two
categories:

  (1) Tier I type agreements, which currently cover seven
      executives (including a senior manager who currently has a
      Tier II type agreement but qualifies for a Tier I type
      agreement as a result of a recent promotion), and

  (2) Tier II type agreements, which currently cover ten
      executives (excluding the recently promoted senior
      manager).

According to Mr. Miller, all of the Original Change in Control
Agreements provide that severance benefits are payable if the
executive is involuntarily terminated without "cause" or
terminates employment for "good reason" within two years
following a change in control.  In addition, with respect to the
Tier I Original Change in Control Agreements only, Mr. Miller
explains, the 7 Key Employees covered thereby could voluntarily
resign during a 30-day period beginning after the first
anniversary of the date of a change in control and receive their
severance benefits under such agreements.

Mr. Miller clarifies that good reason to terminate employment
exists with respect to a Key Employee if there is:

  (i) any diminution of or assignment of duties inconsistent
      with the position, duties, responsibilities or status held
      by the Key Employee immediately prior to a change in
      control,

(ii) a reduction in base salary or any failure to increase such
      base salary by at least the average percentage increase in
      base salary for all other officers of Bethlehem effected
      in the preceding 12 months;

(iii) any failure to continue any employee benefit plan or
      incentive plan or arrangement, or the taking of action
      that adversely affects the Key Employee's participation in
      or reduces benefits under such plans or arrangements
      unless a substantially comparable plan or arrangement is
      provided;

(iv) the relocation of the primary workplace of the Key
      Employee by more than a reasonable commuting distance;

  (v) a substantial increase in business travel obligations over
      such obligations as they shall have existed at the time of
      a change in control;

(vi) any failure to provide the number of paid vacation days to
      which the Key Employee was entitled at the time of the
      change in control;

(vii) any material breach of the change in control agreement;

(viii) any failure to obtain the satisfactory agreement from any
      successor to assume and agree to perform the change in
      control agreement; and

(ix) any purported termination of employment without prior
      written notice specifying the reason for such termination.

In addition, under the Tier I Original Change in Control
Agreements only, Mr. Miller notes, resignation for any reason
during the 30-day period following the first anniversary of the
date of a change in control also constitutes good reason.

Mr. Miller states that the Original Change in Control Agreements
have an automatic renewal feature as of each January 1.  "This
means they will continue in effect for the following calendar
year unless either Bethlehem or the Key Employee elects not to
extend the agreement by September of the previous calendar
year," Mr. Miller explains. The term of the Original Change in
Control Agreements is also extended upon the occurrence of a
change in control until the second anniversary of such change in
control, Mr. Miller adds.

For the purposes of the Original Change in Control Agreements,
Mr. Miller outlines that a "Change in Control" includes:

  (a) acquisition by any person (other than any employee benefit
      plan sponsored by Bethlehem or its subsidiaries) of
      beneficial ownership of 20% or more of the total voting
      power of Bethlehem's then outstanding stock and
      securities, except as a result of a merger or
      consolidation in which the voting securities of Bethlehem
      immediately prior to such merger or consolidation
      represents at least 75% of the combined voting power of
      the stock of Bethlehem or the surviving company or any
      parent thereof outstanding immediately after such merger
      or consolidation;

  (b) change in the composition of the Board of Bethlehem, so
      that existing Board members and their approved successors
      do not constitute a majority of the Board;

  (c) consummation of a merger or consolidation of Bethlehem,
      unless shareholders of voting securities immediately prior
      to the merger or consolidation continue to hold 75% or
      more of the voting securities of the resulting entity; and

  (d) shareholder approval of a liquidation or dissolution of
      Bethlehem or there is a sale of substantially all of
      Bethlehem' assets.

The Debtors propose to modify the definition of (c) such that
the acquisition of stock of Bethlehem by any creditor of
Bethlehem as of the Petition Date or a change in the composition
of the Board of Directors of Bethlehem shall not constitute a
change in control.

Furthermore, Mr. Miller continues, the Original Change in
Control Agreements provide for a letter of credit or the
establishment of a grantor trust upon the occurrence of a
potential change in control to secure payment of amounts that
could be owed under such agreements.  The letter of credit and
grantor trust remain in effect for the term of the Original
Change in Control Agreements, which expire generally on the
second anniversary of the date of a change in control, Mr.
Miller notes.

The Debtors propose to modify the Original Change in Control
Agreements to reduce the severance payment that otherwise would
have been payable under such agreements and to eliminate their
obligation to pay a full tax gross-up by reason of the
imposition of "golden parachute" excise taxes under Section 4999
of the Internal Revenue Code on the severance benefits.  In
particular, Mr. Miller says, the amount of severance pay is
reduced from "3 times" annual compensation to "2 times" annual
compensation in the Tier I agreements and from "2 times" annual
compensation to "1 time" annual compensation in the Tier II
agreements.

According to Mr. Miller, severance benefits under the Modified
Change in Control Agreements depend on the position the
executive holds, but generally include a lump sum severance
payment equal to two (with respect to Tier I) or one (with
respect to Tier II) times the sum of the executive's annual base
salary rate immediately prior to the event upon which the
termination is based or the date of the change in control of
Bethlehem, whichever is higher, and the average of the
executive's three highest annual bonuses paid with respect to
any of the five years prior to the event upon which the
termination is based or the date of the change in control,
whichever produces the largest amount of severance pay.  
However, Mr. Miller emphasizes that the lump sum severance
payment to any Key Employee is reduced by any retention payments
that are paid or are payable with respect to the period after
the termination date of such Key Employee. In addition, Mr.
Miller tells the Court that retirement benefits under
Bethlehem's Excess Benefit Plan and Supplemental Benefits
Plan shall be paid in a lump sum and life, disability, accident
and comprehensive health insurance plan coverage shall continue
for three years following termination (with respect to Tier I)
or two years following termination (with respect to Tier II).

Moreover, Mr. Miller adds that legal fees in connection with a
good faith dispute involving the agreement shall be paid or
reimbursed by the Debtors.

Bethlehem proposes to assume the Modified Change in Control
Agreements for 5 of the 7 Key Employees who have Tier I
agreements and 8 of the 10 Key Employees who have Tier II
agreements.  Specifically, Bethlehem seeks authority to:

  (a) assume its obligations under Modified Change in Control
      Agreements with 13 of the Key Employees pursuant to
      section 365 of the Bankruptcy Code; and

  (b) enter into Change in Control Agreements with employees who
      are hired or promoted to fill positions vacated by any
      such Key Employees.

Mr. Miller contends that the assumption of the Modified Change
in Control Agreements is essential to the retention of the Key
Employees who are parties to such agreements and, more
importantly, to the preservation and enhancement of the Debtors'
business.

The Debtors are convinced that the Modified Change in Control
Agreements will motivate these Key Employees to remain in their
employ and focus on the Debtors' operations and the success and
prosperity of the business enterprise notwithstanding that the
Debtors expect to eagerly promote and seek further industry
consolidation.

Mr. Miller informs Judge Lifland that the maximum potential cost
to the Debtors under the Modified Change in Control Agreements
is approximately $13,000,000, which is a substantial reduction
of approximately 65% of the potential cost of the Original
Change in Control Agreements. (Bethlehem Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BORDEN CHEMICALS: Asks for Exclusivity Extension through March 4
----------------------------------------------------------------
Borden Chemicals and Plastics Operation Limited Partnership asks
the U.S. Bankruptcy Court for the District of Delaware to
further extend its exclusive period in which to file a plan of
reorganization through March 4, 2002 and for an extension of its
exclusive right to solicit acceptances of that plan through
May 3, 2002.

The nature of BCP's business, organizational structure and
financial affairs compel extension of the Exclusive Periods, the
Debtors assert. Being one of the largest North American
manufacturers and marketers of PVC resins, the Company conducts
business throughout the United States and some parts of Canada.
The Debtors' affairs are complicated that it would be difficult
to arrive a feasible reorganization plan by the end of the
Current Exclusive Periods. The Debtors also believe that at this
time, involvement by any party other than the Debtors to propose
a plan of reorganization would disrupt their foundation in
emerging from chapter 11.

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 protection on April 3,
2001 in the U.S. Bankruptcy Court for the District of Delaware.
Michael Lastowski, Esq., at Duane, Morris, & Hecksher represents
the Debtors in their restructuring efforts.


CHYPS CBO: S&P Slashes Ratings On Class A-3A & A-3B Notes to B-
---------------------------------------------------------------
Standard & Poor's lowered its ratings on the class A-3A and A-3B
notes issued by CHYPS CBO 1999-1 Ltd., an arbitrage CBO
transaction originated in 1999, to single-'B'-minus from triple-
'B'-minus, and removed them from CreditWatch with negative
implications, where they were placed on Dec. 10, 2001.

At the same time, the triple-'A' ratings on the transaction's
class A-1L, A-1, and A-2 notes are affirmed based on a financial
guarantee insurance policy issued by Financial Security
Assurance Inc.

The lowered ratings on the class A-3A and A-3B notes reflect
factors that have negatively affected the credit enhancement
available to support the rated notes since they were lowered to
triple-'B'-minus from single-'A'-minus on June 15, 2001
following their placement on CreditWatch negative on April 20,
2001. These factors include a continued par erosion of the
collateral pool securing the rated notes and a downward
migration in the credit quality of the performing assets within
the collateral pool.

Standard & Poor's notes that $28.1 million (or approximately
9.3%) of the assets currently in the collateral pool come from
obligors rated 'D' or 'SD' by Standard & Poor's, and another
$13.5 million (or approximately 4.5%) of the assets come from
obligors rated double-'C', and are considered highly vulnerable
to default. In all, $37.82 million of asset defaults have
occurred since the June 15, 2001 rating action was taken, with
nearly half of these ($18.6 million) having occurred since Dec.
1, 2001. As a result of these defaults and credit risk sales at
distressed prices, the overcollateralization ratios for the
transaction have deteriorated in recent weeks. As of the Dec. 3,
2001 monthly report, the class A overcollateralization ratio was
at 99.54% (compared to its current minimum required ratio of
115%), versus a ratio of 104.24% as of the Nov. 2, 2001 monthly
report. Further, $8.567 million in new asset defaults have
occurred since the close of the Dec. 3, 2001 monthly report,
with the impact of these defaults yet to be seen in CHYPS CBO
1999-1's overcollateralization ratios.

The credit quality of the collateral pool has also deteriorated
since the June 15, 2001 rating action, with $49.5 million (or
approximately 18.1%) of the performing assets in the collateral
pool coming from obligors with corporate credit ratings
currently on CreditWatch with negative implications. In
addition, according to the Dec. 3, 2001 trustee report, two of
the transaction's four rating bucket tests are failing: 54.40%
of the assets within the collateral pool come from obligors
rated single-'B' or above (compared with a minimum required
percentage of 75%), and 64.73% of the assets come from obligors
rated single-'B'-minus or higher (compared with a minimum
required percentage of 95.00%).

Standard & Poor's also notes that CHYPS CBO 1999-1 faces a
likely technical event of default on the calculation date prior
to the upcoming Feb. 1, 2002 payment date, due to the
transaction's failure to maintain its class A and class B
overcollateralization ratios at 90% or more of their respective
minimum required ratios. P. Standard & Poor's has reviewed
current cash flow runs generated for CHYPS CBO 1999-1 Ltd. to
determine the level of future defaults the tranches can
withstand under various stressed default timing and interest
rate scenarios while still paying all of the rated interest and
principal due on the rated notes. After comparing the results of
these cash flow runs with the projected default performance of
the transaction's current collateral pool, Standard & Poor's
determined that the ratings previously assigned to the class A-
3A and A-3B notes were no longer consistent with the credit
enhancement available, resulting in the lowered rating. At the
same time, the triple-'A' ratings assigned to the class A-1L, A-
1, and A-2 notes are affirmed based on a financial guarantee
policy issued by Financial Security Assurance Inc. Standard &
Poor's will continue to monitor the future performance of the
transaction to ensure that the ratings assigned to all of its
rated classes of notes remains consistent with the credit
enhancement available.

                Ratings Lowered And Removed
                 From Creditwatch Negative

     CHYPS CBO 1999-1 Ltd.

     Class       Rating

              To         From               Balance ($ millions)

     A-3A     B-         BBB-/Watch Neg     $41.000
     A-3B     B-         BBB-/Watch Neg     $14.851

                    Ratings Affirmed

     CHYPS CBO 1999-1 Ltd.

     Class    Rating    Balance ($ millions)
     A-1L     AAA       $47.316
     A-1      AAA       $83.000
     A-2      AAA       $97.000


CHART INDUSTRIES: Gets Waiver of Default Under Credit Agreement
---------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) entered into an amendment,
effective December 31, 2001, to its existing consolidated credit
and revolving loan facilities.  The amendment provides a waiver
until March 15, 2002 of any default as a result of Chart's
failure to comply with certain financial covenant requirements
under the Credit Facilities.

The amendment also extends to March 15, 2002 the due date for
principal payments under the Credit Facilities that would have
otherwise been required on December 31, 2001. The terms of the
amendment included an increase in the interest rate pricing of
all loans under the Credit Facilities by 0.50% for the remainder
of the facility's term.

Chart indicated that it is continuing to evaluate financial
restructuring alternatives, including possible debt or equity
investments in the company.

Chart Industries, Inc. manufactures standard and custom-built
industrial process equipment primarily for low-temperature and
cryogenic applications. Headquartered in Cleveland, Ohio, Chart
has domestic operations located in 13 states and international
operations located in Australia, China, Czech Republic, England,
Germany and Singapore.

For more information on Chart Industries, Inc. visit the
Company's home page web site at http://www.chart-ind.com


COMDISCO: Equity Committee Balks at HP Termination Fee Payment
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Comdisco,
Inc., and its debtor-affiliates asserts that Hewlett-Packard has
violated the Court's August 9, 2001 order approving certain
bidding procedures for the sale of the Availability Solutions
Business.  Thus, the Equity Committee concludes that Hewlett-
Packard should not be entitled to its Termination Fee.

According to Edward S. Weisfelner, Esq., at Berlack, Israels &
Liberman LLP, in New York, New York, the purpose of the
Termination Payments and Bidding Procedures was to provide a
catalyst for higher and better bids through a competitive
bidding process.  Mr. Weisfelner contends that the Court
approved the Termination Payments based on the understanding
that Hewlett-Packard would abide by the Bidding Procedures and
thereby maximize the value to the estate.

Instead, Mr. Weisfelner tells the Court, Hewlett-Packard
embarked on a campaign to eliminate competitive bids so that it
could steal the Availability Solutions Business at far less than
its true value.

First, Mr. Weisfelner notes, Hewlett-Packard did not submit a
bid at the auction that conformed to the Bidding Procedures.  
Rather, Mr. Weisfelner says, Hewlett-Packard submitted a bid of
$700,000,000 with a condition that the deal close prior to the
date that bids were required to be kept open under the Bidding
Procedures.  Then, Mr. Weisfelner continues, after the auction
was closed and SunGard Data Systems' bid was accepted as the
highest and best offer, Hewlett-Packard waited until the evening
before the October 23 sale hearing to submit a $750,000,000
proposal.  "Nothing in the Bidding Procedures permitted any
post-auction bids.  This latest bid was conditioned on a
November 7 closing date, which Hewlett-Packard knew would
precede the resolution of the Department of Justice's action
against SunGard," Mr. Weisfelner states.

On November 9, 2001, Mr. Weisfelner recalls that the Court
rejected Hewlett-Packard's bid, finding that Hewlett-Packard
acted in bad faith.  "The Court further concluded that Hewlett-
Packard's conduct was 'in derogation of both the letter and
intent of the Bidding Procedures and therefore, in direct
derogation of an order of this Court'," Mr. Weisfelner relates.

Given these findings, Mr. Weisfelner maintains that there can be
no question that the Termination Payments did not benefit the
estate.  Moreover, Mr. Weisfelner emphasizes that Hewlett-
Packard has blatantly contravened the underlying premise for the
Termination Payments.

Accordingly, Mr. Weisfelner asserts that the Court should
revisit its August 9 order and strike the portion approving the
Termination Payments.

Thus, the Equity Committee requests Judge Barliant to enter an
order:

  (a) precluding the payment of any Termination Payments to
      Hewlett-Packard; and

  (b) preserving the estate's right to seek monetary damages
      from Hewlett-Packard resulting from Hewlett-Packard's bad
      conduct.

                 Hewlett-Packard Company Responds

On the other hand, Hewlett-Packard tells the Court that the
Equity Committee is only trying to skip-out on the bill after
reaping the benefits of Hewlett-Packard's "stalking horse offer.

"Its excuse for non-payment centers on the Court's ruling
disapproving of Hewlett-Packard's $750,000,000 supplemental
offer," Michael L. Molinaro, Esq., at Neal Gerber & Eisenberg,
in Chicago, Illinois, relates.  Although the Equity Committee
concocts several "theories" about why that ruling can serve as a
legal basis for striking the Termination Fee, Mr. Molinaro
contends, that the Equity Committee does not withstand legal or
factual scrutiny.

According to Mr. Molinaro, the punitive relief that the Equity
Committee seeks is not warranted in this case.  Mr. Molinaro
asserts that the record of these proceedings is clear that
Hewlett-Packard's "stalking horse" offer served the purposes for
which it was approved:

    (1) Comdisco obtained bid from a non-competitor, who could
        close the deal immediately, that Comdisco could accept
        many months later if no other bidder appeared;

    (2) Comdisco maintained stability and confidence within its
        organization and its business relationships as a result
        of Hewlett-Packard's offer;

    (3) Comdisco received the benefit of the "packaging" of the
        assets by a sophisticated third party purchaser who
        performed a multinational review of the assets; and

    (4) Comdisco was able to ensure that SunGard, the only other
        potential bidder, which ultimately pursued the purchase
        of the assets, was aware that Hewlett-Packard remained
        willing and able to close a purchase of the assets, and
        consequently, as the record shows, was able to increase
        the amount of SunGard's bid.

Mr. Molinaro observes that the Equity Committee's motion does
not explain why these benefits no longer justify the payment of
a Termination Fee.  "It also fails to address the fact that such
an offer was induced by the guarantee of the Termination Fee,"
Mr. Molinaro adds.  Instead, Mr. Molinaro notes, the Equity
Committee instead asks the Court to rescind a final order and
proceed as if these benefits never existed.  "Perhaps the Equity
Committee is willing to ignore these matters.  However, this
Court may not," Mr. Molinaro says.  According to Mr. Molinaro,
the integrity of the bankruptcy process requires that this Court
uphold its August 9, 2001 Order approving the Termination Fee.

It is undeniable, Mr. Molinaro says, that Hewlett-Packard's
involvement at the "stalking horse" provided significant
benefits to the estate because:

  (a) Hewlett-Packard provided the initial offer for the sale of
      the Assets,

  (b) Hewlett-Packard provided valuable due diligence for and
      restructuring of the Debtors' estate,

  (c) Hewlett-Packard's "stalking horse" offer protected
      Comdisco against deterioration of the Assets and allowed
      Comdisco the luxury of seeking higher and better offers,

  (d) Hewlett-Packard ensured a competitive sale process, and

  (e) Hewlett-Packard's conduct at the auction provided further
      benefit to the estate.

Mr. Molinaro asserts that Hewlett-Packard's $750,000,000 offer
and the Court's November 9, 2001 ruling is irrelevant to
Hewlett-Packard's entitlement to the Termination Fee.

Moreover, Mr. Molinaro remarks, the Equity Committee's proposed
remedy -- the complete evisceration of the Termination Fee -- is
disproportionate to the alleged "breach".  The Equity Committee
claims that Hewlett-Packard's post-auction offer breached its
Acquisition Agreement with the Debtors.  "But the Equity
Committee has failed to demonstrate that the estate has suffered
any damages as a result of Hewlett-Packard's post-auction
conduct," Mr. Molinaro notes.

Furthermore, Mr. Molinaro adds, the Equity Committee cannot even
satisfy the Rule 60(b) standard which requires "a showing of
exceptional circumstances or grievous wrong evoked by a new
unforeseen condition".

Thus, Hewlett-Packard contends that the Court should deny the
Equity Committee's motion to preclude the payment of any
Termination Fee and expense reimbursement to the Hewlett-Packard
Company. (Comdisco Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


CORAM HEALTHCARE: Wants Lease Decision Period Extended to May 1
---------------------------------------------------------------
Coram Healthcare Corp. asks the U.S Bankruptcy Court for the
District of Delaware to extend its time to decide whether to
assume, assume and assign, or reject unexpired nonresidential
real property leases through May 1, 2002.

As a result of the recent denial of the Debtors' Second Plan,
the Debtors require additional time to review and assess the
opportunities to reorganize and the future of the business. The
Debtors said that this is a pivotal time in the Debtors' cases
and their needs for the Leases is presently difficult to
determine and may evolve over the course of these cases.  The
Debtors add that the relief requested will facilitate the
ongoing reorganization efforts of the Debtors and will minimize
administrative expenses, and will consequently benefit the
estate, creditors, and other parties in interest.

Coram Healthcare, a provider of home infusion-therapy services
filed for Chapter 11 bankruptcy protection on August 8, 2000 in
the District of Delaware. Under the terms of its bankruptcy it
still operates its more than 70 branches in 40 states and Canada
while it restructures its debt. Goldman Sachs and Cerberus
Partners each own about 30% of the firm. Christopher James
Lhuiler, Esq., at Pachulski Stang Ziehl Young & Jones PC
represents the Debtors in their restructuring efforts.


COVAD COMMS: Court Okays Ernst & Young for Auditing Services
------------------------------------------------------------
Covad Communications Group, Inc., obtained an order from the
Court authorizing the employment and retention of Ernst & Young
LLP, nunc pro tune effective as of August 15, 2001, to render
accounting, independent auditing and tax services to the Debtor.

As a result of the approval, Ernst & Young LLP will render
accounting, independent auditing and tax services to the Debtor,
including:

A. Audit and report on the consolidated financial statements of
   the Debtor for the year ending December 31, 2001, and to
   perform interim reviews of the Debtor's unaudited condensed
   financial statements, beginning with the 3 and 9 month
   periods ending September 30, 2001. Such services, and any
   additional assurance or accounting services that may be
   requested by the Debtor, will be billed based upon the
   hours incurred by E&Y professionals at E&Y's standard
   hourly rates. The hourly rates, as of July 1, 2001, that
   E&Y will use to calculate its fees for these services are
   set forth below:

          Professional              Hourly Rates
          ------------              ------------
       Partners and Principals      $593 - $684
       Senior Managers              $431 - $585
       Managers                     $317 - $445
       Seniors                      $192 - $308
       Staff                        $156 - $221

B. Provide tax consulting and compliance services, including
   on-going assistance with federal, state and local
   transaction-based tax issues, certain limited scope
   procedures, in connection with the Debtor's federal and
   state income tax returns, beginning with the year ended
   December 31, 2000, assistance with potential refunds of
   withholding taxes attributable to stock options exercised
   by employees during the year ended December 31, 2000, tax
   claims administration and settlement services, and any
   other tax consulting or compliance services requested by
   the Debtor. The fees for these services will be billed
   based upon the hours incurred by E&Y professionals at E&Y's
   standard hourly rates. The hourly rates, as of July 1,
   2001, that E&Y will use to calculate its fees for these
   services are set forth below:

            Professional            Hourly Rates
            ------------            ------------
       Partners and Principals      $581 - $684
       Senior Managers              $546 - $578
       Managers                     $377 - $466
       Seniors                      $229 - $314
       Staff                        $161 - $195

(Covad Bankruptcy News (Covad Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CROWN CORK: Could this Company's Asbestos Liability be History?
---------------------------------------------------------------
Crown Cork & Seal Company, Inc. (NYSE: CCK; Paris Bourse)
announced today that Governor Schweiker of Pennsylvania signed
into law a bill that limits the asbestos-related liabilities of
Pennsylvania companies such as Crown that incurred those
liabilities because they are successors by corporate merger to
companies that had been involved with asbestos.  The bill was
passed overwhelmingly by both houses of the Pennsylvania General
Assembly last week.

The new Pennsylvania legislation caps this liability at the
total value of the predecessor's assets.  In 1963, Crown
acquired stock of Mundet Cork Corporation for $7 million to
obtain Mundet's bottle cap business.  Mundet had also been in
the insulation business, and asbestos claimants allege that
asbestos was used in some of Mundet's insulation products.  
Mundet sold off its insulation assets 90 days after Crown's
acquisition and later was merged into Crown.  Crown has paid
approximately $350 million to date in settling asbestos claims.

John W. Conway, Chairman and Chief Executive Officer, commented,
"We are grateful for the efforts of the many State Senators and
Representatives around Pennsylvania who supported this
legislation.  We applaud the wisdom of the leadership of the
General Assembly and of the Governor in dealing with this
problem.  Crown does not discount the problem of serious
asbestos-related disease, but rather sees the new legislation as
a demonstration of fundamental fairness in allocating liability.  
This new act reflects better public policy. Of course, Crown
will take appropriate steps to integrate the provision of the
legislation into our national claims defense strategy."

Crown Cork & Seal is a leading supplier of packaging products to
consumer marketing companies around the world.  World
headquarters are located in Philadelphia, Pennsylvania.

DebtTraders reports Crown Cork & Seal's 8.375% bonds due January
15, 2005 (CCK7) are trading between 54 and 56. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCK7for  
real-time bond pricing.


EMPRESA ELECTRICA: S&P Says Sale Will Not Affect Junk Rating
------------------------------------------------------------
Standard & Poor's said Mirant Corp.'s (BBB-/Stable/A-3) recent
sale of 82% of Empresa Electrica del Norte Grande S.A. (Edelnor,
CC/Watch Neg) to FS Inversiones does not affect Edelnor's
rating. As Standard & Poor's has been stating since March 2001,
Edelnor is not expected to make its interest payments in March
2002 without the aid of its parent. FS Inversiones has said that
it does not intend to inject cash to enable Edelnor to make the
March interest payments. Since this is the same posture held by
the previous owner, Edelnor's possibility of default in March of
2002 remains unchanged. Furthermore, the possibility of a
potential restructuring of Edelnor's debt before the end of
March 2002 also remains unchanged. Edelnor generates and
transmits electricity in the northern interconnected system
(SING), Chile's second largest electrical grid.


ENRON CORP: Terminates December Power Contracts with Great Bay
--------------------------------------------------------------
BayCorp Holdings, Ltd., (AMEX: MWH) reported that Great Bay
Power Corporation, a wholly owned subsidiary that generates and
markets wholesale electric power, received notice on December
21, 2001 from Enron Power Marketing, Inc., that Enron was
terminating its contracts with Great Bay. The terminated
contracts provided for purchases of power by Enron through
December 31, 2001. Great Bay has no contracts with Enron for
periods beyond December 31, 2001.

Great Bay is owed $1,075,200 by Enron for power delivered prior
to Enron's Chapter 11 bankruptcy filing on December 2, 2001.
Great Bay also has an administrative claim of $684,100 for power
delivered between December 2, 2001 and December 21, 2001, and an
unliquidated claim for damages resulting from the termination of
the contracts. BayCorp expects to take a charge to earnings in
the fourth quarter of 2001 of approximately $1,100,000, or 13
cents per share, to establish a reserve for doubtful accounts
due to the current uncertainty of collecting the amounts owed by
Enron to Great Bay.

BayCorp Holdings, Ltd. (AMEX:MWH) is an unregulated holding
company incorporated in Delaware. BayCorp's wholly owned
subsidiaries, Great Bay and Little Bay Power Corporation, are
electric generating companies whose principal assets total an
approximate 15% joint ownership in the Seabrook Nuclear Power
Plant in Seabrook, New Hampshire.

DebtTraders reports that Enron Corp.'s 9.125% bonds due in 2003
(ENRON2) are trading in the low 20s. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2


EXIDE TECHNOLOGIES: Gets Waiver of Covenants Under Credit Pact
--------------------------------------------------------------
Exide Technologies (NYSE:EX) announced that it has secured a
waiver from its senior lenders through April 12, 2002 of certain
of the covenants contained in the Company's Senior Secured
Global Credit Facility.

As previously announced, the Company was not in compliance with
certain of its financial covenants contained in its Credit
Facility as of September 30, 2001, and secured a waiver through
December 28, 2001.

"I am very encouraged by the progress we are making in our
operational restructuring efforts and the support of our
customers, suppliers and lenders in this process. Our global
business unit realignment and cost reduction actions have
improved the strength of our overall business, and we continue
to identify and implement actions to enhance the efficiency of
our operations," said Craig H. Muhlhauser, President and Chief
Executive Officer of Exide Technologies. "Together with our
professional advisors, we are developing a plan to address our
debt leverage. We are confident that through these efforts we
can improve the long term financial strength of the Company,
while minimizing the impact on our customers and business
operations."

Additionally, Exide Technologies has received notification from
the New York Stock Exchange (NYSE) of the possibility that the
Company's stock may be de-listed due to the Company's current
inability to satisfy NYSE listing standards. In the event
Exide's stock is de-listed from the NYSE, although there can be
no assurance that this would occur, the Company expects that the
stock would trade on the over-the-counter market.

Exide Technologies is the world's largest industrial and
transportation battery producer and recycler, with operations in
89 countries.

Industrial applications include network-power batteries for
telecommunications systems, fuel-cell load leveling, electric
utilities, railroads, photovoltaic (solar-power related) and
uninterruptible power supply (UPS) markets; and motive-power
batteries for a broad range of equipment uses, including lift
trucks, mining vehicles and commercial vehicles.

Transportation uses include automotive, heavy-duty truck,
agricultural, marine and other batteries, as well as new
technologies being developed for hybrid vehicles and new 42-volt
automotive applications. The Company supplies both aftermarket
and original-equipment transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at
http://www.exide.com

DebtTraders reports that Exide Technologies' 10.000% bonds due
April 15, 2005 (EXIDE2) are trading between 33 and 38.  See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXIDE2for  
real-time bond pricing.


EXODUS: Wants Approval to Sell Herndon Property to Federal Home
---------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates request
entry of an order authorizing them to:

A. enter into, and consummate transactions under, a definitive
   purchase and sale agreement between the Debtors and Federal
   Home Loan Mortgage Corporation that will contain
   substantially the same terms and conditions set forth in
   the letter of intent dated December 27, 2001 between the
   parties;

B. conveying the Debtors' interests in certain personal property
   contained in the Debtors' leased internet data center
   located at 544 Herndon Parkway, Herndon, Virginia to
   Federal Home pursuant to the Agreement free and clear of
   all liens, claims and encumbrances;

C. authorizing the Debtors to reject the nonresidential real
   property lease dated as of July 12, 1999 between Debtors
   and W9/LWS II Real Estate Limited Partnership regarding the
   property, with such rejection not becoming effective unless
   and until Landlord has closed on its sale of the underlying
   real property to Federal Home or a Successful Bidder;

D. approving bidding procedures outlined herein; and

E. approving a termination fee or, alternatively, an expense
   reimbursement fee in connection with the proposed
   transaction.

According to David R. Hurst, Esq., at Skadden Arps Slate Meagher
& Flom LLP in Wilmington, Delaware, the Property that is the
subject of this Motion is composed primarily of tenant
improvements and other furniture, fixtures and equipment located
in the leased IDC that is not subject to the sale of
substantially all of the Debtors' assets to Cable & Wireless and
its affiliates.

Prior to filing the Motion, the Debtors, Federal Home and the
Landlord engaged in extensive negotiations regarding the sale of
the property to Federal Home. The proposed transaction has three
primary components:

A. the Landlord will convey its interest in the property to
   Federal Home for $19,500,000,

B. the Debtors will convey their interest in the Property to
   Federal Home free and clear of liens, claims and
   encumbrances for $5,500,000, and

C. the Debtors will reject the Lease and the Debtors and the
   Landlord will mutually release each other from any and all
   claims upon closing of the sale of the property to Federal
   Home, subject to higher and better offers from prospective
   purchasers, provided that such prospective purchasers must
   assume all of the obligations under the purchase and sale
   agreement between Federal Home and the Landlord as a
   condition of their bid.

The Debtors believe approval of the transaction is in the best
interests of the Debtors and their estates primarily for two
reasons, namely:

A. Debtors believe approval of the transaction will maximize
   proceeds from the sale of tenant improvements and other
   personal property through the sale to Federal Home, an end
   user. Absent a sale, the Debtors would, at a minimum, incur
   substantial costs in removing and selling the Property at
   much reduced salvage values. Moreover, the Debtors would
   likely be embroiled in costly litigation with the Landlord
   over the issue of what property the Debtors are entitled to
   remove and the scope of the Debtors' repair obligations.

B. Approval of the transaction will eliminate continuing
   administrative rent and other obligations owed to the
   Landlord, including a possible rejection claim.

The salient provisions of the proposed transaction are:

A. Bidding Procedures: The Debtors propose to serve a copy of
   the Motion and the corresponding order on all parties that
   expressed interest, or who the Debtors' believe may have an
   interest in purchasing some or all of the Property. The
   Debtors will file a final version of the Agreement with the
   Court on or before January 9, 2002 and make copies
   available to potential bidders or their counsel upon
   written request to counsel for the Debtors.

   In order for parties other than Federal Home to make a
   competing bid, the Debtors propose that any such interested
   party be required to submit:

      a. competing qualified bid in an amount equal to at least
         $5,800,000 in writing on or before January 14, 2002
         together with a marked-up version of the Agreement
         detailing the terms of the proposed bid; and

      b. deposits in the aggregate amount of $1,550,000 to
         counsel for the Debtors.

   The determination of whether such bid constitutes a
   competing qualified bid shall be made in accordance with
   Debtors' business judgment, subject to review by the Court
   at the Sale Hearing, if necessary. In the event a competing
   qualified bid is received, an auction will be held prior to
   the Sale Hearing at a time and place to be announced by the
   Debtors. To the extent that objections are filed to this
   Motion, or competing bids are received according to the
   above procedures, the Debtors request that the Court
   conduct a hearing on January 16, 2002 or such other time
   announced by the Court, at which time the Debtors will seek
   approval of this motion.

B. Expense Reimbursement/Termination Fee: To the extent that the
   Agreement is approved by the Court and is later terminated
   by Federal Home due to a default of any of the Debtors,
   Federal Home shall be entitled to an expense reimbursement
   fee for third party costs not to exceed $150,000. If the
   alternate transaction is consummated at any time prior to
   December 31, 2002, Federal Home shall be entitled to a
   Termination Fee of $165,000 in lieu of the Expense
   Reimbursement Fee.

The Debtors believe the proposed transaction will maximize
recoveries from the Property while eliminating litigation and
claims that the Landlord could assert against the estates if the
Debtors attempted to remove and sell the Property at salvage
values. Mr. Hurst points out that the comprehensive nature of
Federal Home's bid makes it an appropriate floor to serve as a
stalking horse bid for these assets.

In order to facilitate the sale of the Property, the Debtors
require authorization to sell it free and clear of any and all
liens or interests that may be asserted, with such liens to
attach to the sale proceeds. The Debtors also seek to assign
rights under maintenance, service or repair contracts, as well
warranties and guaranties issued by manufacturers and vendors,
to Federal Home. Because the Debtors are selling the property
subject to such contracts, Mr. Hurst submits that the Debtors
have no need for these contracts and, absent assignment, would
forfeit whatever value resides in such contracts.

Mr. Hurst tells the Court that the Termination Fee and the
Expense Reimbursement Fee already have encouraged competitive
bidding, in that Federal Home would not be prepared to proceed
with the transaction to enter into an Asset Purchase Agreement
at the price and on the terms proposed without these provisions.
The Termination Fee and Expense Reimbursement Fee thus have
induced a bid that otherwise would not have been made and
without which bidding would have started at a lower threshold
and could be limited. Mr. Hurst explains that Federal Home's
offer provides a minimum bid on which other bidders can rely,
thereby increasing the likelihood that the Debtors will receive
the highest or best bid for the Property. The mere existence of
the Termination Fee and the Expense Reimbursement Fee permit the
Debtors to insist that competing bids for the Property be
materially higher or otherwise better than the Federal Home
proposal, a clear benefit to the Debtors estates. (Exodus
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FEDERAL-MOGUL: Seek Extension of Removal Period Until April 1
-------------------------------------------------------------
Federal-Mogul Corporation, and its debtor-affiliates seek entry
of an order extending time by which they may file notices of
removal of pending civil actions through and including April 1,
2002.

James E. O' Neill, Esq., of Pachulski, Stang Ziehl, Young &
Jones LLP, tells the court it is prudent for the Debtors to seek
this extension in order to protect their right to remove those
pre-petition actions which they deem appropriate to be
considered by the Court. The extension sought will afford the
Debtors an additional opportunity to make fully-informed choices
concerning the removal of each pre-petition action and thus will
assure that the Debtors do not forfeit valuable rights. Further,
such an extension will not prejudice the rights of the Debtors'
adversaries. (Federal-Mogul Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Files Amended Plan of Reorganization in DE
-------------------------------------------------------------
Fruit of the Loom, Ltd. (OTC Bulletin Board: FTLAQ), announced
that an amended Plan of Reorganization and amended Disclosure
Statement were filed with the U.S. Bankruptcy Court for the
District of Delaware.  A hearing to consider the adequacy of the
information contained in the disclosure statement is scheduled
in U.S. Bankruptcy Court for the District of Delaware at 9:30
a.m., February 1, 2002.

The Company also announced that on January 2, 2002 the U.S.
Bankruptcy Court for the District of Delaware issued an order
determining Berkshire Hathaway, Inc. as the successful bidder
for Fruit of the Loom.

Fruit of the Loom is a leading international vertically
integrated basic apparel company, emphasizing branded products
for consumers of all ages. The Company is one of the world's
largest manufacturers and marketers of men's and boys'
underwear, women's and girls' underwear, printable T-shirts and
fleece for the activewear industry, casualwear and
childrenswear.  Fruit of the Loom employs approximately 23,000
people in over 50 locations worldwide.  The Company sells its
products principally under the FRUIT OF THE LOOM and BVD brands.  
For more information about the Company and its products, visit
http://www.fruit.com


GENCOR INDUSTRIES: Reorg. Plan Declared Effective December 31
-------------------------------------------------------------
Gencor Industries, Inc., Orlando based diversified heavy
machinery manufacturer for the production of highway
construction materials, synthetic fuels and environmental
control machinery and equipment announced completion of a long-
term bank financing agreement and reported results of operations
for the fiscal year ended September 30, 2001.

The Company reported net income for the quarter ended September
30, 2001 of $1,585,000 and $8,923,000 for the fiscal year ended
September 30, 2001. Income for the quarter included an
extraordinary item of $3,641,000 and $2,169,000 of income and
gain of discontinued operations. For the fiscal year, income
included $5,695,000 from discontinued operations, gain on sale
of businesses of $3,835,000, and an extraordinary item of
$3,641,000. Results for the fiscal year were adversely impacted
by $5,072,000 of non-recurring restructuring costs.

In December 2001, the Company completed a long-term bank
financing agreement which provides financing through 2005 on
terms favorable to the Company. Also effective December 31,
2001, Gencor Industries, Inc., confirmed its emergence from
Chapter 11 in accordance with its earlier confirmed plan of
reorganization.

E. J. Elliott, Chairman, said, "Fiscal 2001 was a monumental
year for Gencor Industries, Inc. During the year the Company
discontinued its food processing equipment operation and sold
the majority of that business unit. Throughout this period, and
in a softening economy, Gencor has managed its affairs well,
reduced operating costs, intensified its marketing efforts,
retained all key employees and has paid down bank debt by
$74,000,000, reducing it to approximately $33,000,000."

          Outlook for the First Quarter of 2002

During our fiscal First Quarter, traditionally one of the lowest
seasonal quarters, sales activity was adversely impacted by the
declining economy. Following, however, the September 11 national
events, Gencor's substantial log of anticipated contract
closings has largely gone into a holding pattern - similar to
what is being reported by our industry, as well as the broad
manufacturing sector in general. Although the national highway
program has in place substantial funding from the Highway Trust
Fund, and huge needs exist for new highway construction and
repair, the recent events have created an economic uncertainty
which has stalled for the present most of the expected market
activity. Although we believe that this is a short-term
phenomenon, due to the unprecedented nature of these negative
market forces, the Company is not in position at this time to
express an opinion as to its anticipated sales or financial
performance for fiscal year 2002. The Company has taken
appropriate cost-cutting measures, at all levels, and in all
operations, to properly position the Company during this period
of economic uncertainty.


GLOBAL GOV'TS: Templeton to Buy Assets Under Liquidation Plan
-------------------------------------------------------------
The Boards of Directors/Trustees of Templeton Global Governments
Income Trust (NYSE:TGG) and Templeton Global Income Fund, Inc.,
(NYSE:GIM) approved a proposal providing for the reorganization
of Global Governments Income Trust into Global Income Fund. The
proposed reorganization involves Global Income Fund's
acquisition of substantially all of the assets of Global
Governments Income Trust in exchange for shares of Global Income
Fund and the distribution of shares of Global Income Fund to
holders of shares of beneficial interest of Global Governments
Income Trust as a part of the liquidation and dissolution of
Global Governments Income Trust. This transaction, which is
expected to be tax-free, is subject to the approval of Global
Governments Income Trust's shareholders, and if approved, shares
will be exchanged based on the respective net asset values of
Global Governments Income Trust and Global Income Fund. To help
preserve the tax-free status of the proposed reorganization,
Global Governments Income Trust's Board of Trustees has
discontinued its open-market share repurchase program, effective
immediately.

Global Governments Income Trust currently intends to hold a
Special Meeting of Shareholders as soon as practicable, at which
time Global Governments Income Trust's Board of Trustees plans
to submit the proposed reorganization to Global Governments
Income Trust's shareholders. The meeting currently is expected
to take place by the summer of 2002, subject to obtaining
necessary regulatory and other approvals. Any solicitation of
proxies by Global Governments Income Trust in connection with
its Shareholders' Meeting will be made only pursuant to separate
prospectus/proxy materials filed under federal securities laws,
and there can be no assurances that the Global Governments
Income Trust's shareholders will vote in favor of the proposed
reorganization.

Global Governments Income Trust is designed for investors
seeking a high level of current income consistent with
preservation of capital. Under normal market conditions, Global
Governments Income Trust invests primarily in a portfolio of
debt securities issued or guaranteed by governments, government
agencies, supranational entities, political subdivisions and
other government entities of various nations throughout the
world, including emerging markets. Global Governments Income
Trust currently has total assets of approximately $143 million.
Global Income Fund is designed for investors seeking high
current income, with a secondary objective of capital
appreciation, but only when consistent with its principal
objective. Under normal market conditions, Global Income Fund
invests primarily in a portfolio of debt securities of U.S. and
foreign issuers, including emerging markets. Global Income Fund
currently has total assets of approximately $776 million.

Franklin Advisers Inc., the investment adviser for both Global
Governments Income Trust and Global Income Fund, is a wholly
owned subsidiary of Franklin Resources, Inc. (NYSE:BEN), a
global investment organization operating as Franklin Templeton
Investments. Franklin Templeton Investments provides global and
domestic investment management services through its Franklin,
Templeton, Mutual Series and Fiduciary Trust subsidiaries. The
San Mateo, CA-based company has over 50 years of investment
experience and over $261 billion in assets under management as
of November 30, 2001. For more information, please call
1-800-DIAL BEN(R).

In connection with the proposed reorganization transaction,
Global Governments Income Trust and Global Income Fund intend to
file relevant materials with the U.S. Securities and Exchange
Commission, including a proxy statement by Global Governments
Income Trust, and a registration statement on Form N-14 by
Global Income Fund that contains a prospectus. Because those
documents contain important information, shareholders of Global
Governments Income Trust and Global Income Fund are urged to
read them, if and when they become available. When filed with
the SEC, they will be available for free at the SEC's website,
http://www.sec.gov  Shareholders can also obtain copies of  
these documents and other transaction-related documents, when
available, for free by calling Global Governments Income Trust
at 1-800-342-5236 or by calling Global Income Fund at 1-800-342-
5236.

Global Governments Income Trust, its directors and executive
officers and certain other persons, may be deemed to be
participants in Global Governments Income Trust's solicitation
of proxies from its shareholders in connection with the proposed
transaction. Information about the directors is set forth in the
proxy statement for Global Governments Income Trust's 2001
annual meeting of shareholders. Participants in Global
Governments Income Trust's solicitation may also be deemed to
include the following executive officers or other persons whose
interests in Global Governments Income Trust may not be
described in the proxy statement for Global Governments Income
Trust's 2001 annual meeting: Gregory E. McGowan (President);
Charles B. Johnson (Vice President); Rupert H. Johnson, Jr.
(Vice President); Harmon E. Burns (Vice President); Charles E.
Johnson (Vice President); Martin L. Flanagan (Vice President);
Jeffrey A. Everett (Vice President); John R. Kay (Vice
President); Murray L. Simpson (Vice President and Asst.
Secretary); David P. Goss (Vice President and Asst. Secretary);
Barbara J. Green (Vice President and Secretary); Bruce S.
Rosenberg (Treasurer); Holly Gibson Brady (Director of Corporate
Communications - Franklin Resources, Inc.).

As of the date of this communication, none of the foregoing
participants individually beneficially owns in excess of 1% of
Global Governments Income Trust's shares of beneficial interest.
Except as disclosed above, to the knowledge of Global
Governments Income Trust, none of its respective directors or
executive officers has any interest, direct or indirect, by
security holdings or otherwise, in Global Governments Income
Trust.

Shareholders may obtain additional information regarding the
interests of the participants by reading the proxy statement of
Global Governments Income Trust.


HALLIBURTON: Shrugs Off Bankruptcy and Asbestos Rumors
------------------------------------------------------
Halliburton (NYSE: HAL) says there is no basis to the "spurious
rumor" that it has filed for bankruptcy or that such a filing is
contemplated.  The  Company has also heard a rumor that there
has been a new large asbestos jury verdict against it that has
not been announced by the Company.  That rumor is also
unfounded.  The Company conducts a vigorous defense of asbestos
lawsuits and adverse verdicts will and do occur from time to
time and will be promptly announced by the Company when they are
materially adverse.  It is the Company's policy that it does not
respond to rumors.  An exception has been made in this situation
because of the serious and spurious nature of these particular
rumors.

Halliburton Company, founded in 1919, is the world's largest
provider of products and services to the petroleum and energy
industries.  The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments.  The
company's World Wide Web site can be accessed at
http://www.halliburton.com


HEXCEL CORP: Gets Waiver of Covenant Defaults Under Credit Pact
---------------------------------------------------------------
Hexcel Corporation's (NYSE/PCX: HXL) senior credit facility bank
syndicate has agreed to waive any and all financial covenant
defaults under the facility for the period December 31, 2001
through January 31, 2002.

Hexcel is currently in negotiations regarding certain amendments
to its senior credit facility to reflect anticipated business
conditions in 2002.

Hexcel Corporation is the world's leading advanced structural
materials company. It develops, manufactures and markets
lightweight, high-performance reinforcement products, composite
materials and engineered products for use in commercial
aerospace, space and defense, electronics, and industrial
applications.


LTV CORP: Accepting Bids for Steel Assets Until February 20
-----------------------------------------------------------
The LTV Corporation (OTC Bulletin Board: LTVCQ) announced
procedures for the sale of its Cleveland Works East and Indiana
Harbor Works integrated steel assets. The Cleveland Works East
assets are located in Cleveland, Ohio and the Indiana Harbor
Works assets in East Chicago, Indiana.

The Company said that it will conduct an auction on February 27,
2002 at 9:00 a.m., Eastern Time, in Cleveland, Ohio. A hearing
to approve the sale of assets to the highest and best bidder
will be conducted on February 28, 2002 at 11:00 a.m., Eastern
Time, in the United States Bankruptcy Court, Northern District
of Ohio, Eastern Division. The Court is located in Youngstown,
Ohio.

LTV said that participation in the auction is subject to certain
court-approved terms and conditions, including submission of a
preliminary written expression of interest and related materials
by January 28, 2002 and submission of firm written offers, along
with bid deposits and other information, by February 20, 2002.

LTV may consider bids that also propose to purchase additional
assets, including the flat rolled finishing facility at
Hennepin, Illinois and other business assets.

Copies of court-approved bidding procedures and terms and
conditions of the auction and other information concerning the
assets may be obtained by written request to:

                Raffiq Nathoo and Mark Wasserberger
                The Blackstone Group, L.P.
                345 Park Avenue, 28th floor
                New York, NY 10154
                Telecopier: (212) 583-5349.

The LTV Steel coke plants, located in Warren, Ohio and Chicago,
Illinois, will be maintained on hot idle through the end of
January 2002. After that date, the plants will be placed on cold
idle, making future operation unlikely without significant
capital investment. Prospective purchasers may contact LTV via
fax: Attention Coke Plant Asset Sales (216) 642-7236.

The LTV Corporation, along with 48 subsidiaries, filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy
Code on December 29, 2000. The cases were filed in the U.S.
Bankruptcy Court, Northeastern District of Ohio, Eastern
Division and jointly administered as Case No. 00-43866. On
December 7, 2001, the U.S. Bankruptcy Court issued an order
authorizing the implementation of an Asset Protection Plan
(APP). The APP includes the shutdown and sale of all integrated
steel assets. The Plan also provides for the continued operation
and sale of Copperweld and LTV's tubular products business.

On December 18, 2001, the LTV Corporation declared that it was
the opinion of the Company that shares of its common stock were
worthless because the value expected to be generated by the sale
of assets would be insufficient to provide a recovery for common
shareholders in the reorganization process.

DebtTraders reports that LTV Corporation's 11.750% bonds due
November 15, 2009 (LTV2) (an issue in default) are currently
trading between 0.25 and 1. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTV2


LAIDLAW INC: Canadian Court Okays D&O Liability Trust Indenture
---------------------------------------------------------------
The Superior Court of Justice in Ontario has approved an amended
and restated Trust Indenture between Laidlaw Inc. and Ernst &
Young, Inc., to provide financial support for the defense of
Laidlaw's Directors and Officers against Liability Claims and
for the payment of those Liability Claims -- to the extent that
D&0 Insurance does not do so, and to maintain D&O Insurance
through the payment of premiums or other payments, if Laidlaw is
unable to do so, provided that the Laidlaw shall reimburse the
Trust fear such premiums or payments.

Mr. Justice Farley notes that the Original Trust Indenture dated
April 14, 2000 was settled by Laidlaw Inc. for the benefit of
certain officers and directors and appointing Ernst & Young,
Inc., as trustee.

At the outset, the parties acknowledge that:

      -- Laidlaw Inc. and its subsidiaries and affiliates
constitute a complex enterprise, employing many thousands of
employees in many jurisdictions and engaging in many diverse
activities on which large numbers of people rely.

      -- The magnitude and complexity of the Debtors' enterprise
require that directors and officers of the Debtors and its
subsidiaries and affiliates be committed to the performance of
their duties without undue or inappropriate distractions.

      -- The past, present and future directors of the Debtors
and its subsidiaries and affiliates may become personally liable
for claims, penalties and other amounts.

      -- The Debtors and its subsidiaries and affiliates
maintain directors and officers insurance that would be
available, to the extent of the coverage and subject to the
terms and exclusions thereof, to defend and to indemnify
directors and officers with respect to claims.

      -- Concerns with claims against them or against their
predecessors may detract from the performance and contribution
of the directors and officers of the Debtors and its
subsidiaries and affiliates or lead to their resignation, which
would disrupt the business and operations and would not be in
the best interest of the Debtors and its subsidiaries and
affiliates.

      -- The Debtors have paid to Ernst & Young the sum of
$10,000,000 to establish a trust fund for the payment of
Liability Claims and to be administered by the Trustee in
accordance with the Indenture.

Some of the salient terms of the Amended and Restated Trust
Indenture are:

(A) Purpose of Trust

The purpose of the Trust is to provide financial support for the
defense of the Directors and Officers against Liability Claims
and for the payment of Liability Claims -- to the extent that
the D & 0 Insurance does not do so, and to maintain D & O
Insurance through the payment of premiums or other payments, if
Laidlaw is unable to do so, provided that the Laidlaw shall
reimburse the Trust fear such premiums or payments.

(B) Beneficiaries

The beneficiaries of the Trust are the Directors and Officers of
Laidlaw and Laidlaw is the residuary beneficiary.  The Trustee
may pay an amount with respect to a Liability Claim directly to
the relevant Beneficiary or Beneficiaries or, if applicable, his
or her personal representative.

(C) Payment of Claims

The Trustee is authorized to pay all expenses of the Trust out
of the Fund.  Prior To the Termination Date, the Trustee shall
pay any Liability Claim out of the Fund, less any reserve
required for accrued or anticipated Trustee's Expenses, to or
for the benefit of any Beneficiaries teamed in any written
direction received from the Approval Committee.

(D) Fees and Expenses

The Trustee is authorized to pay all expenses of the Trust
(including taxes) and the Trustee's Expenses from the Fund. The
Trustee shall be entitled to request, and obtain, confirmation
from Laidlaw that all applicable taxes relating to the Trust and
the Fund have been paid when due. The Trustee will be
compensated for its services in accordance with its usual
billing practices.

(E) Financial Matters

  (a) The Trustee shall keep such books, records and accounts as
      are necessary and appropriate to document the assets of
      the fund and the transactions of the Trust. The Trustee
      shall, to the extent rewired by law, prepare and file tax
      returns or ether applicable filings or reports in
      connection with the Trust; and

  (b) The Trustee shall, for the purpose of the Trust, open,
      operate and maintain a segregated account for the Trust
      and shall deposit all assets comprising the fund in such
      account and any cheques drawn upon any account and all
      other instructions, as applicable, shall be signed by the
      Trustee.

(F) Professional Advisors

The Trustee may, at any time in the administration of the Trust,
engage solicitors, accountants or other professionals or
advisors as the Trustee, in its discretion, shall deem necessary
and may pay from the Fund all reasonable fees and expenses in
connection therewith. The Trustee may act upon the advice or
opinion of and information obtained from any such advisors, and
the Trustee shall not be responsible, answerable or accountable
for any loss, depreciation or damage occasioned to the Fund by
its acting or not acting in accordance therewith.

(G) Membership of the Approval Committee

The Approval Committee shall initially be comprised of Ivan R.
Cairns, Clifford Lax and Jamie Wareham.  Any member of the
Approval Committee may resign by written notice given to the
Trustee and the other members of the Approval Committee and may
be removed from the Approval Committee only by order of a court
of competent jurisdiction.  Additional members of the Approval
Committee may be appointed pursuant to a decision of the
majority of the then current members of the Approval Committee
or by order of a court of competent jurisdiction.

(H) Termination Date

The trusts created by this Indenture shall terminate upon the
earliest to occur of:

  (a) the 10th anniversary of the Date of Plan Implementation;
      and

  (b) a date determined by the Trustee if the Trustee in its
      sole discretion determines chat there are no further funds
      available to pay Liability Claims,

any of which dates shall be referred to as the "Termination
Date".

(I) Consequences of Termination

Upon the termination of the Trust, the Trustee shall deliver the
Fund then remaining to or on the direction of Laidlaw but may
withhold a reasonable reserve for the Trustee's Expenses and
other outstanding commitments of the Trust and obligations of
the Trustee pursuant to this Indenture.

(J) Disbursement of Trust Funds

If the amount of the Fund then held by the Trustee exceeds:

       (i) on the second anniversary of the Date of Plan
           Implementation, $17,500,000;

      (ii) on the fourth anniversary of the Date of Plan
           Implementation, $15,000,000;

     (iii) on the sixth anniversary of the Date of Plan
           Implementation, $12,500,000; and

      (iv) on the eight anniversary of the Date of Plan
           Implementation, $10,000,000;

then each and every such case, the amount of such excess shall
be paid by the Trustee to, or on the direction of Laidlaw,
provided, however, that not less than 10 days prior written
notice of the intention to make such payment shall be given by
the Trustee to Laidlaw and the Approval Committee.

For the full text of the Amended and Restated Trust Indenture,
visit  http://www.laidlaw.com/reorg/downloads/additions.html  
(Laidlaw Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


LODGIAN INC: Brings In Cadwalader Wickersham for Legal Services
---------------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates request that the Court
approve their employment of Cadwalader Wickersham & Taft under a
general retainer, to perform the extensive legal services that
will be necessary during their chapter 11 cases in accordance
with Cadwalader's normal hourly rate and disbursement policies.

David Hawthorne, the Debtors' Chief Executive Officer, notes
that since December 1998, Cadwalader has been the Debtors'
principal outside counsel and has represented the Debtors in a
wide variety of areas. Beginning September 2001, Cadwalader has
advised the Debtors concerning their overall capital structure,
debt and lease obligations, restructuring alternatives, and
various related corporate and other legal matters.

Mr. Hawthorne tells the Court that the Debtors have selected
Cadwalader as their attorneys because of the firm's vast
knowledge of the Debtors' business and financial affairs and its
extensive general experience and knowledge, and in particular,
its recognized expertise in the field of debtors' protections
and creditors' rights and business reorganizations under chapter
11 of the Bankruptcy Code. Furthermore, over the course of its
relationship with the Debtors, Cadwalader has become familiar
with their businesses, affairs, and capital structure.
Accordingly, Mr. Hawthorne believes that Cadwalader has the
necessary background to deal effectively with many of the
potential legal issues and problems that may arise in the
context of the Debtors' chapter 11 cases. The Debtors believe
that Cadwalader is both well qualified and uniquely able to
represent them in their chapter 11 cases in a most efficient and
timely manner.

Mr. Hawthorne submits that the employment of Cadwalader under a
general retainer is appropriate and necessary to enable the
Debtors to execute faithfully their duties as debtors and
debtors in possession and to implement the restructuring and
reorganization of the Debtors.

Specifically, Cadwalader will:

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

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

C. negotiate and prepare on behalf of the Debtors a plan of
   reorganization and all related documents; and

D. perform all other necessary legal services in connection with
   the prosecution of these chapter 11 cases.

Adam C. Rogoff, Esq., a member of Cadwalader Wickersham & Taft,
informs the Court that the Firm will charge the Debtors in
accordance with its customary hourly rates:

           Members and Counsel   $435-$650
           Associates            $195-$400
           Paraprofessionals     $120-$180

On December 19, 2001, Mr. Rogoff informs the Court that
Cadwalader received $700,000 from the Debtors as a retainer for
professional services rendered and to be rendered, and as an
advance against expenses incurred and to be incurred, in
connection with these chapter 11 cases.

Mr. Rogoff assures the Court that the members and associates of
Cadwalader does not have any connection with or any interest
adverse to the Debtors, their creditors, or any other party in
interest, or their respective attorneys and accountants, except
that:

A. Related Representations:

     a. From December 1993 until September 2000, Cadwalader
        represented DLJ Mortgage Capital Inc. and its wholly
        owned subsidiary, Column Financial, in connection with
        certain mortgage loan transactions issued by DLJ to
        various borrowers unrelated to the Debtors. In 1995
        and 1996, Cadwalader represented DLJ in connection
        with certain loans to Servico, Inc., through which
        Servico acquired certain hotels. In December 1998,
        Servico was merged into Lodgian. Since approximately
        July 1996, Cadwalader has not rendered any services in
        connection with the Servico loans.

     b. Cadwalader currently represents CSFB Mortgage Capital,
        LLC, the successor in interest to DLJ. CSFB and its
        affiliates own Column Financial. Currently, Cadwalader
        does not represent CSFB, Column Financial or any of
        its affiliates or subsidiaries in relation to the
        Servico Loans or in relation to any other aspect of
        the Debtors' chapter 11 cases, nor will Cadwalader
        represent the aforementioned entities in connection
        with any aspect of the Debtors' chapter 11 cases in
        the future.

B. Unrelated Representations:

     a. Lenders - American Express Asset Management, Banc One
        Capital Funding Corporation, Black Diamond Capital,
        Capital Corporation of America, CIBC World Markets
        Inc., Fidelity Real Estate Asset Management, GMAC
        Commercial Mortgage Corporation, Highland Capital
        Investments, Inc., ING Capital Advisors, Lehman
        Brothers, Local Oklahoma Bank, Merrill Lynch, Morgan
        Stanley Senior Funding, Inc., Pilgrim Investments,
        Inc., Transamerica, and Wells Fargo.

     b. Creditor - AT&T Broadband, Blackstone Group LP, Choice
        Hotels International Inc., Enron Energy Service, Ernst
        & Young LLC, Hilton Hotels Corporation, Intermedia,
        Marriott Hotels, Niagara Mohawk, Office Depot, On
        Command, Pepsico, Inc., Sprint Canada, State Street
        Bank, Suburban Propane, US Cellular, Verizon, and
        Zurich American Insurance Group.

     c. Shareholder - First Union National Bank, Fulbright
        & Jaworski, L.L.P., General Electric Capital Corp.,
        and National Union Fire Insurance Co.

     d. Bondholder - Magten Asset Management Corp. and
        Oaktree Capital.

     e. Professionals - KPMG Peat Marwick, Arthur Andersen, and
        PriceWaterhouseCoopers LLP.

                              *  *  *

Judge Lifland grants the Debtors' application to employ
Cadwalader Wickersham & Taft as the Debtors' attorneys on an
interim basis, subject to a final hearing on January 9, 2002 to
consider any objections.  (Lodgian Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LOEWEN GROUP: Court Establishes Reserve Amounts Under Joint Plan
----------------------------------------------------------------
The Court determined that the Series Reserve Amounts of The
Loewen Group, Inc., shall, in the aggregate, total a maximum of
$5.5 million consisting of (i) $3,500,000 for fees and expenses
that may be incurred after the Effective Date and (ii) the
lesser of $2,000,000 or the amount of fees and expenses actually
incurred by State Street "prior to the Effective Date."

The sole source of cash for funding each particular Series
Reserve Amount is the remaining portion of the Excess Cash
Distribution Amount (ECDA) that is otherwise payable to the
holders of the CTA Note Claims for that series, after first
setting aside from the ECDA for that series its percentage share
of the CTA Trustee Reserve Amount.

As previously reported, each indenture trustee/agent tries to
argue against reserving big amounts of cash otherwise
distributable to holders of note claims in each trustee/agent's
respective note series.

At the Confirmation Hearing, the Court directed interested
parties to submit any proposed allocations among the relevant
series of Loewen notes.

                 State Street's Position re
           Allocation of Series Reserve Amounts

State Street Bank and Trust Company's response and
recommendation is based upon the periods during which State
Street was an Indenture Trustee, as follows:

(A) From June 1, 1999 (the Petition Date) through May 26, 2000
    (when State Street resigned as Trustee with respect to the
    Series 1, 2, 3 and 4 Notes):

   -- 14.3% for each of the Series 1, 2, 3, 4, 6 and 7 Notes and
      the PATS;

   -- Applying this percentage to State Street's total incurred
      fees and expenses of $185,770.97 results in an allocation
      of $26,538.11 for each Series.

     Reason:

  State Street performed services for holders of all the series,
  the reserve should be allocated equally among all seven series
  of notes for which State Street was Trustee.

(B) From May 26, 2000 through January 9, 2001 (the date of State
   Street's resignation as Trustee with respect to the Series 6
   and 7 Notes and PATS):

   -- 33 1/3% for each of the Series 6 and 7 Notes and the PATS;

   -- Applying this percentage to State Street's total incurred
      fees and expenses of $448,430.03 results in an allocation
      of $149,476.67, for each of the PATS, Series 6 and Series
      7 Notes.

   Reason:

   Because State Street performed services for holders of
   Series 6 and 7 Notes and PATS, costs should be allocated
   equally among the three series of notes.

(C) Periods After January 9, 2001 (Subsequent To State Street's
   Termination of Service As Trustee):

  -- Series 1 Notes: 0%; Series 2 Notes: 0%; Series 3 Notes: 4%;
     Series 4 Notes: 6%; PATS: 36%; Series 6 Notes: 24%; Series
     7 Notes: 30%;

  -- Because the Series Reserve Amounts incurred through the
     Effective Date are to be "the lesser of $2,000,000 or the
     amount of fees and expenses actually incurred," the precise
     dollar allocations for this period cannot yet be computed.

   Reason:

   (1) Most of State Street's costs have been, and will be,
       incurred with respect to defending, and preparing defense
       of, anticipated claims against State Street by CTA
       noteholders.

       Therefore, the large preponderance of these amounts (90%
       in the aggregate) should be allocated to the Series 6 and
       7 Notes and PATS because: (i) the $3 million litigation
       "war chest" under the Plan may be used only for suits by
       such holders; and (ii) since the holders of the PATS and
       Series 6 and 7 Notes are to receive, in the aggregate,
       $89,159,500 less under the terms of the Plan than they
       would under a pari passu distribution to all noteholders,
       the potential alleged damage claims in actions by such
       holders are much greater than alleged damage claims, if
       any, by holders of Series 3 and 4 Notes.

       Of the 90% aggregate total for the Series 6 and 7 Notes
       and the PATS, 36% has been allocated to the PATS, 24% to
       the 6s and 30% to the 7s, based upon the relative amounts
       of outstanding face value for each of these series
       ($300,000,000 for the PATS, $200,000,000 for the 6s and
       $250,000,000 for the 7s).

   (2) It is unclear what damages might be claimed by holders of
       the Series 3 and 4 Notes, given that they will receive
       more under the Plan than they would if all series were
       treated pari passu. Nonetheless, the Plan does reserve
       claims by such holders, and there was a secondary issue
       in the CTA Adversary Proceeding as to the secured status
       of the Series 3 and 4 Notes. For these reasons, State
       Street proposes allocating a small percentage of the
       reserve (10% in the aggregate) to the Series 3 and 4
       Notes. The allocation of 4% to the Series 3 Notes and 6%
       to the Series 4 Notes is based upon the relative amounts
       of outstanding face value for each of these series, i.e.
       $125,000,000 for the 3s and $225,000,000 for the 4s.

   (3) State Street is unaware of any claims that holders of
       Series 1 and 2 Notes may seek to assert against State
       Street. Accordingly, other than with regard to costs
       incurred while State Street was Indenture Trustee for the
       Series 1 and 2 Notes, State Street would not allocate any
       amounts to those notes.

       State Street explains that it has revised its proposed
       allocations from those submitted before for two major
       reasons. First, State Street proposed a reserve of $9
       million for defense of future claims against State
       Street. Because the Confirmation Order  provides for a
       much smaller total of only $3.5 million for all post
       Effective Date costs, State Street has shifted a greater
       portion of its proposed allocation to the PATS, 6s and 7s
       than before, to ensure that it receives optimal
       protection against claims by such holders. Second, at the
       Confirmation Hearing, the Court forcefully expressed its
       view that holders of Series 1, 2, 3, or 4 Notes should
       not have any valid claims against State Street.

   (4) Post-Effective Date

       Applying the above percentages to the amount of $3.5
       million reserve established by the Court results in the
       following series allocations:

              4%, or $140,000, for the Series 3 Notes;
              6%, or $210,000, for Series 4;
              36%, or $1,260,000, for the PATS;
              24%, or $840,000, for Series 6;
              30%, or $1,050,000, for Series 7.

     U.S. Bank National's Position re Series Reserve Amounts

U.S. Bank National Association, the successor indenture trustee
for the Series 3 and 4 Senior Notes (Group II) reiterates that
the reserve should be allocated heavily, and probably entirely,
to Group III because the likelihood of suit and potential damage
claims are significantly greater for the Series 6, 7 and PATS
Notes relative to Series 3 and 4 Notes (Group II), considering
that Group II is expected to receive a much larger recovery
under the CTA Settlement, and the $3,000,000 war chest
established under the Plan to fund suits relating to the Group
III CTA Note Claims.  U.S. Bank suggests that if any of the
reserve is allocated to Group II, it should be no more than a de
minimis amount (5% or less).

            HSBC Bank USA's Position re Reserves for
    Bankers Trust and State Street Indemnity and Other Claims

HSBC Bank USA, as successor Indenture Trustee for the Series 1
and Series 2 Notes, contends that no reserve should and assessed
for Bankers Trust Company's and State Street Bank's indemnity
and expense claims against the recoveries of the Series 1 and 2
Notes because the Series 1 and 2 Notes are in a unique position
in relation to the claims and controversies in the CTA Dispute.
First, there is no uncertainty about the validity or adequacy of
the documents evidencing the security interests of the Series 1
and 2 Notes granted under the CTA. Second, there are no claims
or pending or threatened litigation against Bankers Trust or
State Street for their acts or omissions under the applicable
CTA or the indenture by the Series 1 and 2 Noteholders.

      Bank One Trust's Position re Series Reserve Amounts

Bank One Trust Company, N.A., in its capacity as Successor
Indenture Trustee to State Street Bank and Trust Company for the
Series 6 Senior Notes and Series 7 Senior Notes and the Pass-
Through Asset Trust Securities (the PATS), argues that the SRA
should be allocated among the various Noteholders in accordance
with the percentage of cash and securities being distributed
under the Plan on account of the notes and securities held by
each series. This distribution proposal results in the following
allocation:

               Plan        Pre-Effective  Post-Effective
Notes     Distribution %   Date Amount     Date Amount   Total
-----     --------------  -------------  --------------  -----
1 & 2         28.3         $ 566,000     $  990,500    1,556,500
3 & 4         26.7           534,000        934,500    1,468,500
6, 7, PATS    45             900,000      1,575,000    2,475,000

                  The Debtors' Recommendation

The Debtors advise that, if the Court were to adopt either of
the allocation methods proposed by State Street and by U.S.
Bank, there would be sufficient ECDA available to fund the
Series Reserve Amount for each of the seven series. Accordingly,
the Debtors have no objection to either proposal and take no
position as to which of the two should be adopted by the Court.
Because the total amount of fees and expenses actually incurred
by State Street prior to the Effective Date is not yet known,
the Debtors have assumed for purposes of calculations that a
total of $2,000,000 will be included in the respective Series
Reserve Amounts for tees and expenses incurred by State Street
prior to the Effective Date.

Specifically, the Debtors present the Court with the following
calculations:

Based on the amounts being paid or set aside from the Minimum
Cash Distribution Amount on the Effective Date pursuant to the
Plan, the total ECDA on the Effective Date will be $25,931,906,
which is payable to the holders of the CTA Note Claims under
Classes 5, 6 and 7 based on the allocation percentages set forth
in the Plan. The Plan requires the CTA Trustee Reserve Amount to
be set aside from this total, using the same allocation
percentages. The Court determined the CTA Trustee Reserve Amount
to be $5,160,000. Accordingly, using the outstanding face amount
for each series to determine its pro rata share within each
class under the Plan and setting aside the CTA Trustee Reserve
Amount:

   -- the remaining amount of ECDA available to fund the Series
      Reserve Amounts for the Series 1 and Series 2 Notes
      contained in Class 5 is $4,021,566.00;

   -- the remaining amount of ECDA available to fund the Series
      Reserve Amounts for the Series 3 and Series 4 Notes
      contained in Class 6 is $3,801,674.20; and

   -- the remaining amount of ECDA available to fund the Series
      Reserve Amounts for the PATS, Series 6 and Series 7 Notes
      contained in Class 7 is $6,501,218.90, with $2,563,667.20
      available to fund the PATS Series Reserve Amount and
      $3,937,551.70 available to fund the Series Reserve Amounts
      for the Series 6 and Series 7 Notes.

The total ECDA available for Class 7 (the Group III CTA Note
Cairns) is $8,179,182.40 (which is 31.541% of $25,931,906).
Class 7's share of the CTA Trustee Reserve Amount is
$1,627,5l5,60 (or 31.541% of $5.16 million), leaving
$6,551,666.80 of ECDA otherwise payable to the holders of CTA
Note Claims in Class 7. The outstanding face amount of the PATS
is 39.13% of the total amount of Allowed Claims in Class 7,
which means that the maximum amount of ECDA otherwise payable to
the holders of the PATS Note Claims is $2,563,667.20 (or 39.13%
of $6,551,666.80). The outstanding face amount of the Series 6
and Series 7 Notes is 60.1% of the total amount of Allowed
Claims in Class 7, which means that the maximum amount of ECDA
otherwise payable to the holders of the Series 6 and Series 7
Note Claims is $3,937,551.70 (or 60.1% of $6,551,666.80).

Based on the calculations, the Debtors have no objection to the
allocation percentages that State Street proposes and have no
objection to the U1S. Bank proposed allocation percentages. The
Debtors take no position as to which of the two allocation
methods proposed by State Street and U.S. Bank should be adopted
by the Court.

The Debtors point out that HSBC's contention is misplaced, as
the Plan confirmed by the Court already requires 50.157% of the
CTA Trustee Reserve Amount to be set aside from the ECDA
otherwise payable to holders of CTA Note Claims in Class 5. The
Debtors note that HSBC's arguments regarding Bankers Trust's
entitlement to those funds can be considered, if at all, only in
connection with the Court's determination as to the amount of
Bankers Trust's Class 22 Claim that should be allowed.

                    The Court's Ruling

Having entertained all the motions and arguments, the Court
ordered that the Series Reserve Amounts shall be established in
the following amounts:

            Series 1 Notes  --  $    26,538.11
            Series 2 Notes  --  $    26,538.11
            Series 3 Notes  --  $   200,295.79
            Series 4 Notes  --  $   339,360.33
            Series 6 Notes  --  $ 1,343,806.50
            Series 7 Notes  --  $ 1,635,754.40
            PATS Notes      --  $ 1,927,702.40
(Loewen Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MADGE NETWORKS: Unmitigated Debts May Adversely Affect Liquidity
----------------------------------------------------------------
On April 27, 2001 Madge Networks N.V. publicly announced that
the Board of Madge Networks decided not to provide further
operational funding for Madge.web and that it was searching for
a purchaser of the Madge.web business.  Madge.web Limited in the
United Kingdom and Madge SE Asia Pte Ltd in Singapore were put
into Administration and Interim Judicial Management,
respectively, on April 27, 2001 and May 15, 2001, respectively,
in accordance with their local laws in processes broadly similar
to Chapter 11 in the United States. The Company provided an
aggregate of $6.3 million of funding to the respective
Administration and Interim Judicial Management processes for
these two entities. On July 19, 2001 the Company announced that
the Administrators had entered into an agreement with Tullett &
Tokyo Liberty Plc. for the sale of certain assets relating to
the Trader Voice business of Madge.web in Asia and Europe. The
sale provided continuity of employment for a number of Madge.web
employees and provided a release for Madge Networks of
significant guarantee obligations relating to the Trader Voice
business. The employment of a majority of the other Madge.web
employees was subsequently terminated. As of August 17, 2001 and
September 14, 2001, Madge.web Limited and Madge SE Asia Pte Ltd,
respectively, were put into insolvent liquidation. The
Liquidators of Madge.web Limited are continuing to collect debts
of Madge.web Limited and seek purchasers for its other remaining
assets, and will then assess the amount of money to be returned
to the creditors. Madge Networks currently only has funding
obligations to Madge.web Inc. in the United States as
obligations that Madge.web and Madge Networks have to third
parties are being fulfilled.

The Company has provided guarantees on behalf of Madge.web in
relation to certain property leases, equipment leases and loans.

The Company has received $1.5 million from the Administrators as
part payment of the funding provided. The Company has given an
indemnity to the Administrators for this funding to refund part
or all of this money should further creditor claims be
discovered beyond their current expectations. The Company does
not expect to have to refund any of the $1.5 million. In total,
the Company expects approximately half of the $6.3 million
administrative funding provided to be returned to Madge
Networks. The Company does not expect any of the $300,000
funding to be returned from the liquidators in Singapore and
this amount was written off in September 2001. The timing and
the amount of any further repayment of the funding provided for
the Administration process is uncertain, but the Company expects
to receive the majority of the amount expected to be repaid by
the end of the first half of 2002. Failure to receive these
further funds or the Company's inability to further mitigate its
exposure to Madge.web liabilities could materially impact its
liquidity position and the Company's ability to continue as a
going concern.

The Company had a net working capital deficit (excluding
restricted cash) of $34.1 million and a shareholders' deficit of
$9.2 million as of September 30, 2001. Restricted cash as of
September 30, 2001 was $7.0 million.

Based on (i) expected future operating results of the
Madge.connect business, (ii) continuation of Madge.connect's
funding facilities, and (iii) repayment of a further portion of
the $6.3 million provided to the Administrators, and assuming
the Company can effectively discontinue the Madge.web business
including the successful mitigation of amounts payable for
guarantees and other obligations, the Company believes that its
current liquidity levels and committed financial resources are
sufficient to meet the needs of its ongoing operations at least
through the end of 2002.

There does, however, exist doubt about the Company's ability to
continue as a going concern as there can be no assurance that
its assumptions and estimates will prove correct or that its
currently available sources of funding will remain available. To
the extent that the Company's guarantees on behalf of Madge.web
and other obligations cannot be mitigated as planned and have to
be fully and immediately discharged by the Company, the
Company's future cash flow and liquidity will be materially
adversely affected. Furthermore, it may be necessary to place
the remaining Madge.web entities (Madge.web Inc. and Madge.web
N.V.) into liquidation. In addition, the anticipated repayment
of a portion of the funds provided to the Administrators
could also not occur.

If further liquidity is required, the Company will attempt to
raise additional funds through working capital financing and
other sources of finance such as bank credit, a pledge of its
shares in Red-M, or, at a later stage, a private placement of
shares in Madge Networks. If Madge Networks N.V. shares were to
be delisted from The Nasdaq National Market and listed on either
The Nasdaq SmallCap Market or the Over-The-Counter-Bulletin-
Board, the Company would find it more difficult to raise funds
through an equity offering of its shares. In addition, Madge's
ability to sell its shares in Red-M and the price that could be
obtained for the Red-M shares are subject to certain
restrictions based on the investment agreement between Madge and
the recent purchasers of Red-M shares. There can be no assurance
that Madge can raise any such additional funds.


MARINER POST-ACUTE: Taps CAP Gemini for Limited Consulting Jobs
---------------------------------------------------------------
As previously reported, Mariner Post-Acute Network, Inc., and
Mariner Health Group Debtors previously filed an application to
retain Cap Gemini in their chapter 11 cases. The Office of the
United States Trustee objected to the Prior Application on
various grounds, most notably that Cap Gemini requested in the
Prior Application (i) a limitation of its liability equal to the
amount of its fees received, and (ii) payment of a fixed fee in
advance of allowance by the Court. The Court sustained the UST's
objection and denied the Prior Application on the grounds that
the requested limitation of liability was impermissible for a
professional in a bankruptcy case.

The MPAN Debtors have now filed a new application with the Court
pursuant to Bankruptcy Code section 327 (a) seeking to employ
Cap Gemini Ernst & Young U.S. LLC nunc pro tunc as of the date
of the application (December 12, 2001) to perform information
technology, software, and management consulting services, and
other services.

The Debtors tell Judge Walrath that the Current Application
seeks to employ Cap Gemini for a more limited range of services,
and upon materially different terms, than those proposed in the
Prior Application. The Debtors also note that, in contrast to
the Prior Application, (i) the current Application contains no
limitation of liability or release provisions, and (ii) Cap
Gemini will comply with the Court's interim fee procedures, and
(iii) all Cap Gemini fees and expenses will be subject to
allowance by this Court pursuant to Bankruptcy Code sections 330
and 331. The Debtors advise that Cap Gemini is willing to
undertake this engagement without the limitation of liability
and release provisions requested in the Prior Application
because of the differences in the scope of its proposed services
in the current Application. Accordingly, the Debtors believe
that Cap Gemini has complied with this Court's order in respect
of the Prior Application, and that the United

The Debtors desire to retain Cap Gemini pursuant to the terms of
the Letter of Understanding between Debtors and Cap Gemini dated
December 12, 2001. As set forth more fully in the LOU, Cap
Gemini's services will include:

(1) providing information technology services, including
    assisting the Debtors in various IT operations and
    development of processes, and improving the supervision and
    configuration of the Debtors' IT department;

(2) assisting the Debtors in connection with the development of
    corporate infrastructure and management techniques for
    various projects, including risk management;

(3) assisting the Debtors in evaluating certain healthcare
    related software; and

(4) consulting services regarding long-term changes to the
    Debtors' human resources, payroll, corporate finance, and
    clinical billing procedures.

The Debtors tell Judge Walrath they require knowledgeable and
experienced professionals to render these services which will
help them to emerge from chapter 11 as more efficient and
productive businesses. The Debtors believe that Cap Gemini is
well qualified to perform these services and to assist them in
these chapter 11 cases. Cap Gemini is a leading professional
organization that provides a broad range of consulting and
informational technology services to its clients, including
management consulting, systems transformation, and systems
management, the Debtors represent.

Cap Gemini anticipates that the services contemplated will
require the part time efforts of one Vice President, and the
full time efforts of four Senior Managers, two Managers, and
eight Senior Consultants.

Mr. Heatley, principal of Cap Gemini, declares that, based on
the results of a conflict check performed by Cap Gemini, and to
the best of his knowledge, neither Cap Gemini nor Cap Gemini
America, Inc. has provided any services to the Debtors, their
estates, their creditors, the U.S. Trustee or any other person
employed in the office of the U.S. Trustee, or any other party
with an actual or potential interest in the Mariner chapter 11
cases, or their respective attorneys and accountants. Cap Gemini
or Cap Gemini America has provided services to certain creditors
of the Debtors.  However, none of these services relate in any
way to the Debtors or their affiliates, Mr. Heatley represents.
Because Cap Gemini has a national financial advisory practice,
Cap Gemini is unable to state with certainty that every client
representation or other connection has been disclosed, Mr.
Heatley tells the Court. In this regard, Mr. Heatley covenants
that if Cap Gemini discovers additional information that
requires disclosure, Cap Gemini will file a supplemental
disclosure with the Court as promptly as possible.

The Debtors and Mr. Heatley submit that, to the best of their
knowledge and belief, Cap Gemini is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code
and as required under section 327(a) of the Bankruptcy Code.

Robert Heatley indicates that Cap Gemini's agreement to perform
the services for the Debtors set forth in the LOU is conditioned
on the Court's approval of Cap Gemini's retention on all terms
and conditions set forth in the LOU.

As set forth in the LOU, Cap Gemini will bill the Debtors only
for actual hours of work performed. Cap Gemini's current hourly
rates range from $159 to $227 for Senior Consultants (who will
perform a majority of the work), $234 to $310 for Managers, $317
to $438 for Senior Managers, $139 for the assigned Temporary IT
Manager, and $476 for a Vice President. Cap Gemini estimates
that the total fees for its services during the chapter 11 cases
will be approximately $2,246,500.

In addition, and subject to allowance by the Court pursuant to
Bankruptcy Code sections 330 and 331, Cap Gemini will receive
reimbursement, pursuant to the terms of the LOU, for all
reasonable out-of-pocket costs and expenses incurred by Cap
Gemini in connection with the performance of the services for
which it will be retained.

The LOU includes a limited indemnity provision that is
consistent with indemnity provisions approved for other
professionals in the District, most recently by Judge Newsome in
In re USG Corporation, case number 01-2094 (RJN), on November 7,
2001. The indemnity provision in the LOU expressly excludes
conduct of Cap Gemini that constitutes gross negligence or
willful misconduct. Moreover, any request for indemnification
shall be subject to approval by the Court before any
indemnification payment can be made prior to either (i) the
effective date of a plan or reorganization in the Debtors'
cases, or (ii) the closing of the Debtors' cases.

Other than as set forth above, no arrangement is proposed
between the Debtors and Cap Gemini for compensation to be paid
in these cases.

The Debtors submit that their employment of Cap Gemini on the
proposed terms and conditions is in the best interests of the
Debtors and their respective estates and creditors.

Accordingly, the Debtors request that the Court enter an order
granting the relief requested pursuant to Bankruptcy Code
section 327, and granting such other and further relief as may
be just and proper. (Mariner Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


MEDMIRA: Expects BDO Dunwoody to Complete Audit by January 21
-------------------------------------------------------------
MedMira Inc., confirms that the B.C. Securities Commission has
issued a cease trade order with respect to the common shares of
MedMira. Trading in the shares of MedMira has been halted by the
CDNX. MedMira has failed to file on a timely basis its audited
financial statements for the year ended July 31, 2001 and its
quarterly financial statements for the period ended October 31,
2001 due to severe cash flow problem.

MedMira is working with its independent auditors, BDO Dunwoody
LLP, to complete the audit of its financial statements for the
year ended July 31, 2001. The Company is preparing its quarterly
financial statements for the period ended October 31, 2001.
MedMira is proceeding diligently and currently expects that this
work will be completed on or before January 21, 2001.

MedMira is also endeavouring to finalize contracts currently
under negotiation, which if successfully completed will provide
MedMira's cash flow so as to enable MedMira to continue its
current operations. If negotiations are not successful, MedMira
will be required to further restructuring.

In addition, the application filed with the CDNX with respect to
the shares for debt transaction (see press release dated
December 19, 2001) will be stayed, at the request of the
Company, until the financial statement issues identified above
have been addressed.

MedMira is a publicly traded (CDNX:MIR) ISO 9001 registered
medical biotechnology company that develops, manufactures and
markets a new generation of "easy to use" rapid diagnostic tests
and instruments to aid in the diagnosis of both infectious and
non-infectious human diseases.


METALS USA: US Trustee Amends Unsecured Creditors' Committee
------------------------------------------------------------
The United States Trustee amends the appointment of creditors to
serve on the Joint Committee of Unsecured Bondholders and
Creditors of Metals USA, Inc., and their debtor-affiliates in
their chapter 11 cases to replace CSFB Global Opportunities
Advisers LLC with ING-Ghent Asset Management LLC. The Joint
Committee will now be composed of:

A. The Bank of New York
     Attn: Gary Bush, Vice-President
     5 Penn Plaza, 13th Floor, New York, New York 10001
     Phone: (212) 896-7260     Fax: (212) 328-7302

B. ING-Ghent Asset Management LLC
     Attn: Robert Farham
     230 Park Ave., New York, New York 10169
     Phone: (212) 309-5973     Fax: (212) 309-6514

C. CSFB Global Opportunities Advisers LLC
     Attn: Robert J. Chaves
     11 Madison Ave., 16th Floor, New York, New York 10010
     Phone: (212) 325-1610     Fax: (212) 325-1610

D. Zurich Scudder Investments, Inc.
     222 South Riverside Plaza, Chicago, Illinois 60606
     Phone: (312) 537-1001     Fax: (312) 537-8335

E. Triton Partners LLC
     Attn: Michael Sollott
     565 5th Ave., New York, New York 10017
     Phone: (201) 792-2176     Fax: (212) 792-2171

F. Nucor
     Attn: Jim Frias
     Charlotte, North Carolina 28211
     Phone: (704) 365-1321     Fax: (704) 362-4208

G. National Steel Corporation
     Attn: Brian C. Brown
     4100 Edison Lake Parkway, Mishawaka, Indiana 46545
     Phone: (212) 896-7260     Fax: (212) 328-7302

H. TXI Caparral Steel
     Attn: Rudy Urban
     300 Ward Road, Midlothian, Texas 76065
     Phone: (972) 779-8081     Fax: (972) 775-3627

I. AK Steel Corporation
     Attn: J.N. (Sonny) Bach
     703 Curtis St., Middletown, Ohio 45043
     Phone: (513) 425-2741     Fax: (513) 425-5958
(Metals USA Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


METALS USA: Gets Final Approval of $350 Million DIP Financing
-------------------------------------------------------------
Metals USA, Inc., (OTC Bulletin Board: MUIN) a leader in the
metals processing and distribution industry, announced that it
has received from the Bankruptcy Court final approval of a $350
million debtor-in-possession financing facility from a group of
lenders led by Bank of America.  The facility, which matures on
June 30, 2003 and provides for two three-month extensions, will
be used to fund the ongoing business operations of Metals USA,
which filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on November 14, 2001.

J. Michael Kirksey, Chairman & Chief Executive Officer, stated,
"This financing will be a significant source of liquidity for
Metals USA and will contribute to our ability to continue normal
business operations as we plan for the future and should provide
a measure of assurance to our employees, customers and vendors.  
We appreciate the loyalty and dedication of our employees and
the continued support of our vendors and customers."

Metals USA, Inc. is a leading metals processor and distributor
in North America.  With a customer base of more than 65,000,
Metals USA provides a wide range of products and services in the
Carbon Plates and Shapes, Flat-Rolled Products, and Building
Products markets.  For more information, visit the Company's
website at http://www.metalsusa.com


NATIONSRENT INC: Signs-Up Jones Day as Lead Bankruptcy Counsel
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates seek Court approval
to employ and retain Jones Day Reavis & Pogue LLP as their lead
bankruptcy counsel in their Chapter 11 cases effective as of the
Petition Date.

The Debtors believe that Jones Day is well qualified to
represent them since the firm, with a national and international
practice, has substantial experience in virtually all aspects of
the law that may arise in the Chapter 11 cases, including
bankruptcy and restructuring, corporate, employee benefits,
environmental, finance, intellectual property, labor and
employment, litigation, real estate, securities and tax. In
addition, Jones Day lawyers have played significant roles in
many of the largest and most complex cases under the Bankruptcy
Code including, Allegheny Health, Education and Research
Foundation; Borden Chemicals and Plastics Operating Limited
Partnership; Burlington Industries Inc.; Cardinal Industries
Inc.; The Drexel Burnham Lambert Group Inc. and Edison Brothers
Inc.

Joseph I. Izhakoff, the Debtors' Vice-President and General
Counsel, relates that Jones Day has rendered a variety of legal
services to the Debtors since 1998, including substantial
corporate counseling, finance and other services. During the
months preceding the petition date, the firm assisted the
Debtors with their restructuring and reorganization activities.
Since the firm has developed substantial relevant experience and
expertise regarding their businesses and financial affairs, the
Debtors believe that they will be provided effective and
efficient services.

The post-petition services expected of Jones Day include:

A. Advising the debtors of their rights, powers and duties as
   debtors and debtors-in-possession continuing to operate and
   manage their respective businesses under Chapter 11 of the
   Bankruptcy Code,

B. Preparing on behalf of the Debtors all necessary and
   appropriate applications, motions, draft orders, other
   pleadings, notices, schedules and other documents and
   review all financial and other reports to be filed in the
   Chapter 11 cases,

C. Advising the debtors concerning, and prepare responses to,
   applications, motions, other pleadings, notices and other
   papers that may be filed and served in the Chapter 11
   cases,

D. Advising the Debtors with respect to, and assist in the
   negotiation and documentation of, financing agreements and
   related transactions,

E. Reviewing the nature and validity of any liens asserted
   against Debtors' property and advising the Debtors
   concerning the enforceability of such liens,

F. Advising the Debtors regarding their ability to initiate
   actions to collect and recover property for the benefit of
   their estates,

G. Counseling the Debtors in connection with the formulation,
   negotiation and promulgation of reorganization plan or
   plans and related documents,

H. Advising and assisting the Debtors in connection with any
   potential property dispositions,

I. Advising the Debtors concerning executory contracts and
   unexpired lease assumptions, assignments and rejections and
   lease restructurings and re-characterizations,

J. Assisting the Debtors in reviewing, estimating, resolving
   claims asserted against the estates,

K. Commencing and conducting the litigation necessary or
   appropriate to asserting rights held by the Debtors,
   protect assets of the Debtors' Chapter 11 estates or
   otherwise help in the Debtors' successful reorganization,

L. Providing corporate governance, litigation and other general
   non-bankruptcy services for the Debtors as requested by
   them, and

M. Performing all other necessary or appropriate legal services
   in connection with the Chapter 11 cases for or on behalf of
   the Debtors.

Paul E. Harner, Esq., a member of the Law Firm Jones Day Reavis
& Pogue, states that the Firm intends to charge the Debtors its
ordinary and customary hourly rates, effective on the date such
services are rendered, as well as seek reimbursement of actual
and necessary out-of-the-pocket expenses. The firm charges
different hourly rates for their professionals based on, among
others, the professional's level of experience and the
prevailing rates of the location where the professional is
resident.

Jones Day lawyers and paraprofessionals primarily responsibility
for the Debtors' Chapter 11 cases and their corresponding hourly
include:

   Professional          Position         Location        Rate
   ------------          --------         --------        ----
John J. Rapisardi       Partner          New York        $600
Paul E. Harner          Partner          Chicago         $500
Randall M. Walters      Partner          Columbus        $375
Reginald A. Greene      Associate        Atlanta         $300
Mark A. Cody            Associate        Chicago         $270
Rick J. Gibson          Associate        Columbus        $215
Jennifer L. Fate        Associate        Columbus        $195
Ilana Glazier           Associate        Chicago         $195
Daniel B. Prieto        Associate        Chicago         $195
Veerle Roovers          Associate        New York        $195
Lynne Fischer           Staff Attorney   Cleveland       $150

On November 16, 2001, Mr. Harner relates that the Debtors
provided Jones Day with a retainer of $500,000 for services
rendered or to be rendered and for reimbursement of expenses,
which remained unapplied as of petition date. In addition to the
retainer, the Debtors made payments amounting to a total of
$1,247,283.72 to the firm during the year immediately preceding
the petition date for pre-petition fees and expenses taken from
the Debtors operating cash.

Mr. Harner, assures the Court that the firm has researched its
client database for the past five years to determine whether it
had any relationships with parties-in-interests in these cases
and discovered that they were engaged to several parties-in-
interest in matters unrelated to these cases, including:

A. Lenders under the Secured Credit Facility - Deutsche Bank AG,
   Erste Bank Der Osterreichischen AG, GE Capital Corp., J.P.
   Morgan, La Salle Bank National Association, National
   City Bank, Prudential Insurance Company of America, and
   Prudential Insurance Company of America, Citibank N.A.,
   Credit Lyonnais S.A. and Huntington National Bank.

B. Debtors' Lenders under the Secured Credit Facility, including
   Bank of America N.A., BNP Paribas Capital Lending Fund,
   Citibank N.A., Citicorp Del-Lease, Citizen's Bank, Credit
   Lyonnais S.A., First Union National Bank, Franklin
   Templeton Investments, GMAC Commercial Credit LLC,
   Huntington National Bank, ING Capital Advisors Inc., J.P.
   Morgan, Merrill Lynch Senior Floating Rate Fund, Inc.,
   Morgan Stanley Dean Witter Prime Income Trust, Sun Trust
   Bank, Trust Company of the West Term B in Sequils I,
   Sequils IV, Captiva II, Washington Mutual, Stein Roe &
   Farnham LLC, Bankers Trust.

C. Indenture Trustee - The Bank of New York.

D. Major Equipment Lessors - CIT Group/Equipment Financing, Inc.
   Finova Corp., Fleet Capital Corp., Caterpillar Financial
   Services Corp., Ford Motor Credit Corporation, Ingersoll
   Rand Company, Sanwa Business Credit Corp. and Transmerica
   Business Credit Corporation, AmSouth Leasing, Ltd., Aon
   Risk Service, Associates Leasing Inc., Bank One Leasing
   Corp., Bombardier Capital, Caterpillar Financial Services
   Corp., Deere Credit Inc., Deutsche Financial Services
   Corp., Ford Motor Credit Corp, GMC Credit Corp., GTE
   Leasing Corp., IBJ Whitehall Business Credit Corp., JCB
   Finance Ltd., Key Corporate Capital Inc., Keycorp Leasing,
   LaSalle National Leasing Corp., Lull International, Mellon
   US Leasing, Norlease Inc., Pacific Century Leasing, Inc.,
   Sanwa Business Credit Corporation, Southern Pacific
   BanCapital, Southtrust Bank N.A., Starbank N.A.,
   Transmerica Business Credit Corporation, Citigroup, Banc
   One Leasing Corp.

E. Unsecured creditors - Bil-Jax/Workforce, CIGNA Health Care,
   Diamant Boart Inc., Dynapac, Goodyear Commercial Tire,
   Manulife Financial Corp., Multiquip Inc., Partner
   Industrial Products, Prudential Health Care, Terex Cranes.

Mr. Harner assures the court that Jones Day does not and will
not be represent any of the aforementioned entities in matters
adverse to the Debtors in their Chapter 11 cases. (NationsRent
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NORTH AMERICAN REFRACTORIES: Chapter 11 Case Summary
----------------------------------------------------
Debtor: North American Refractories Company
        USX Tower, 51st Floor
        600 Grant Street
        Pittsburgh, PA 15219

Bankruptcy Case No.: 02-20198

Chapter 11 Petition Date: January 4, 2002

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Paul M. Singer, Esq.
                  Reed Smith
                  435 Sixth Avenue
                  Pittsburgh, PA 15219
                  Tel: 412-288-3114


OPEN PLAN: Troy Peery Jr. Discloses 12.8% Equity Interest
---------------------------------------------------------
Troy A. Peery, Jr. beneficially owns 560,059 shares of the
common stock of Open Plan Systems, Inc., representing 12.8% of
the outstanding common stock of that Company.  Mr. Peery holds
sole voting and dispositive powers over the stock.

Mr. Peery is a private investor and owner of Peery Enterprises.  
He is also a director of Open Plan Systems Inc.

                         *  *  *

Open Plan Systems, Inc., remanufactures and markets modular
office workstations through a network of Company-owned sales
offices and selected dealers. Workstations consist of movable
panels, work surfaces, storage units, lighting and electrical
distribution combined into a single integrated unit. The Company
has recycled over fifty million pounds of workstations. Under
its "As I" program, the Company also purchases and resells used
workstations. Additionally, the Company markets a wide variety
of other office-related products including chairs, desks and
other office furniture.

In late November 2001, Open Plan Systems, Inc., entered into an
agreement to extend the existing Forbearance Agreement with its
primary lender, Wachovia Bank, N.A.  Under the terms of the
agreement, the Bank agreed to refrain from exercising any rights
or remedies with respect to existing defaults under the
Company's loan documents until after January 31, 2002.


OWENS CORNING: Lease Decision Period Extended Until June 4, 2002
----------------------------------------------------------------
Finding the relief requested is appropriate to assist Owens
Corning and its debtor-affiliates in their efforts to reorganize
their business, Judge Fitzgerald extends the period within which
Debtors must decide whether to assume, assume and assign, or
reject their unexpired leases through June 4, 2002.

Judge Fitzgerald also orders that a further hearing on the
Motion, insofar as it relates to the Ladysmith lease is
continued to January 28, 2002 and therefore, the period within
which the Debtors must assume or reject leases the Ladysmith
lease is extended until the hearing of the motion. (Owens
Corning Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


PILLOWTEX: Taps Yantek as Claims & Contracts Consultants
--------------------------------------------------------
Satisfied that Yantek Enterprises does not hold or represent any
interest adverse to the estates of Pillowtex Corporation and its
debtor-affiliates, Judge Robinson permits the Debtors to employ
and retain Yantek as executory contract and claims consultants
in these chapter 11 cases, nunc pro tunc as of October 16, 2001.
(Pillowtex Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PIONEER COMPANIES: Emerges From Bankruptcy in U.S. and Canada
-------------------------------------------------------------
Pioneer Companies, Inc. (OTC Bulletin Board: PIOAE) emerged from
Chapter 11 proceedings in the United States and parallel
proceedings in Canada on December 31, 2001.  New debt securities
and new common stock has been issued to the disbursing agent for
distribution to secured creditors pursuant to Pioneer's Plan of
Reorganization.  It is anticipated that the distribution of new
common stock to unsecured creditors will be made over the next
few months, as claims are processed and approved.  The old
common and preferred stock has been cancelled.

Pioneer further announced that a new Board of Directors took
office on the effective date.  The members of the new Board are
Michael Ferris, President and CEO of Pioneer, Houston TX; Marvin
E. Lesser, Managing Partner of Sigma Partners, L.P., Portsmouth,
NH; Michael Y. McGovern, President and CEO of Coho Energy, Inc.,
Dallas, TX; Gary E. Rosenthal, President of Heaney Rosenthal,
Inc., Houston, TX and David N. Weinstein, Managing Director-High
Yield Capital Markets of BNP Paribas Securities Corp., New York,
NY.

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


PSINET INC: Seeks Emergency Employment of Brazilian Counsel
-----------------------------------------------------------
PSINet, Inc., and its debtor-affiliates need Brazilian counsel
to defend their current and former directors and officers who
may be subject to a criminal investigation in Brazil in
connection with those units' efforts to wind-down operations of
the PSINet's Brazilian subsidiary. Accordingly, by this
Application, the Debtors sought and obtained an emergency order
authorizing them to employ a Brazilian law firm as an Ordinary
Course Professional.

Despite efforts to market and sell its operations in Brazil both
prepetition and postpetition, the Debtors remind the Court,
PSINet was unable to find a buyer for these Brazilian
subsidiaries.  As a result, PSINet was required to wind down
these operations in Brazil.  The Debtors' Brazilian subsidiaries
filed for bankruptcy protection in Brazil on September 14, 2001.

It is the Debtors' understanding that one or more current or
former directors or officers of the Brazilian entities, whom the
Debtors believe would be entitled to coverage under PSINet's
existing director and officer liability policies, have become
targets of a criminal investigation in Brazil.

While the Debtors have limited authority to retain foreign local
counsel as Ordinary Course Professionals, at the time that
relief was sought, the Debtors did not expect that they would be
required to engage counsel to handle a potential criminal
investigation. As such, the limits established in that OCP Order
are not sufficient to permit the retention of counsel for the
purposes of the current investigation. Specifically, the OCP
Order provides that Debtors may not pay any professional
retained under that authority more than $75,000 in any three-
month period, or more than $125,000 during the pendency of the
bankruptcy case.

The Court's Emergency Order allows the Debtors to engage local
Brazilian counsel for the purpose of defending current or former
officers or directors of the Debtors or their non-Debtor
subsidiaries in a criminal investigation and/or prosecution and
provides that:

(a) Debtors may pay such counsel up to $150,000 over any three-
    month period, and $250,000 over the life of the bankruptcy
    case,

(b) Debtors may place $250,000 in a segregated account, which
    shall be held in the name of a Debtor, and subject to the
    Court's jurisdiction, and

(c) Any additional amounts beyond $250,000 may be paid to such
    local counsel subject to the consent of the Committee and
    the Office of the U.S. Trustee.

The Debtors will not pay monies out of the segregated account
until counsel's fees are earned.

As justification for using the estate's funds, the Debtors
represent that it is essential to retain local counsel in Brazil
to defend such directors and officers against criminal liability
in order to continue efforts to realize value for the Debtors'
creditors because the directors and officers at issue have
played instrumental roles in the Debtors' Chapter 11 proceedings
and the Debtors' efforts to maintain and sell foreign non-Debtor
subsidiaries. The Debtors anticipate that failure to provide a
legal defense for such directors and officers would have a
devastating effect on the morale of the Debtors' other officers
and directors who are involved in efforts to sell the Debtors'
interests in other foreign assets. If that happens, the Debtors
envisage that many of the remaining foreign non-Debtor
subsidiaries would be left to wind down their businesses and
liquidate under local bankruptcy laws, resulting in little or no
value to the Debtors' estates and PSINet's other efforts to
realize value for the benefit of their estates would grind to a
halt.

The Debtors explain that foreign counsel's unfamiliarity with
the U.S. bankruptcy law has made it impossible to retain counsel
subject to the limitations on current compensation otherwise
applicable under Sections 330 and 331 of the Bankruptcy Code.
(PSINet Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


RATEXCHANGE CORP: Red Ink Has Continued to Flow Since Inception
---------------------------------------------------------------
RateXchange Corporation generated revenue of $410,439 for the
three-month period ending September 30, 2001.  Revenue in this
period was primarily from consulting fees, and to a lesser
extent trading commissions.  In the comparable period of 2000,
the Company generated revenue of $52,755, primarily from
consulting fees.

During the third quarter of 2001, the Company incurred a loss of
$13.4 million compared to $17.9 million during the third quarter
of 2000. The major components of the net loss for the third
quarter were $7.0 million in non-recurring charges associated
with leased assets no longer in use, a $3.0 million write-down
on the value of the Xpit Corporation assets, and additional cash
expenditures of $2.0 million associated with operating the
business.  These cash expenditures were down from $2.5 million
in the second quarter of 2001, representing a 20% quarter-over-
quarter improvement.

Due to the recognition of one-time charges associated with
unused equipment and facilities  and the write-down of the Xpit
assets, the Company expects future results to more directly
reflect current operations.

The Company generated revenue of $1,121,000 for the nine-month
period ending September 30, 2001, primarily from consulting
fees, and to a lesser extent trading commissions.  In the
comparable period of 2000, the Company generated $57,000,
primarily from consulting fees.

During the nine-month period ending September 30, 2001, the
Company incurred a loss of $26.7 million compared to $39.1
million during the same period of 2000. The major components of
the net loss for the recent nine-month period were $7.1 million
in non-recurring charges  associated with leased assets, a $3.0
million write-down on the value of the Xpit Corporation  assets,
and additional cash expenditures of $10.1 million associated
with operating the business.

RateXchange has financed its operations to date primarily
through the sale of equity  securities.  The Company has been
unprofitable since inception and has incurred net losses in each
year.

Cash and cash equivalents at September 30, 2001 were $2.1
million compared to $4.9 million on June 30, 2001 and $14.2
million on December 31, 2000.

In April 2001, the Company received an irrevocable commitment
from two investors to acquire a total of $9 million of newly
issued common shares of the Company.  During the second quarter
of 2001, management was informed by those investors that they
did not expect to honor the original commitment due to the
decline in the Company's share price. As a result of this  
development, in addition to the expense reductions undertaken by
the Company, management is in the process of raising $2.5
million, and in no event more than $3.5 million, in a private  
placement of convertible subordinated notes, which it expected
to close before the end of November.  As of November 20, 2001,
the Company had opened escrow into which approximately  $2.9
million had been received.  Management expects that this
financing will be sufficient to fund its operations for at least
the next twelve months.

In the fourth quarter of 2000, new management began to implement
cost cuts in order to more closely tie costs to revenue.  
Significant expense reductions have continued through October
2001, which included, among other things, the sale of the Xpit
assets, staff reductions,  elimination of obligations related to
leased equipment and facilities,  and the elimination of nearly
all outside consulting services.  Management currently
anticipates that its available  funds, consisting of cash, cash
equivalents and investments, combined with those funds raised
through the sale of the Xpit assets and the anticipated net
proceeds from its current  financing, will be sufficient to meet
anticipated needs for working capital and capital expenditures  
through at least the next 12 months.

However, the factors discussed above create substantial doubt
about the Company's ability to continue as a going concern, also
creating uncertainty as to the recoverability and classification
of recorded asset amounts and the amounts and classification of
liabilities.


RHI REFRACTORIES: Will Implement Restructuring Plan to Cut Debts
----------------------------------------------------------------
RHI Refractories Holding Company, a leading producer of
fireproof materials used in steel making and other major
industries, announced a major restructuring plan.

The restructuring will reduce debt, increase manufacturing
efficiency and realign the company's core businesses: Harbison
Walker Refractories Company, AP Green Industries and North
American Refractories Company (NARCO).  These business units
produce high-grade ceramic refractories.  The companies provide
products and services for high-temperature applications in the
iron and steel, cement and lime, non-ferrous metals, glass,
environmental technology, energy and chemicals industries.

"The continuing financial crisis in the U.S. steel industry has
sharply reduced demand for refractory products," said Guenter
Karhut, chief executive officer of RHI Refractories Holding
Company.  "As a result, we are restructuring our core businesses
to be as competitive as possible and to build a stronger
foundation for future success in key markets."

As part of the restructuring, NARCO, like other entities facing
an overwhelming number of asbestos-related claims, Friday filed
a voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.  The petition was filed in the
U.S. Bankruptcy Court for the Western District of Pennsylvania,
in Pittsburgh.  NARCO is seeking court approval of a $20 million
debtor in possession financing facility, which NARCO believes
will provide adequate capital to meet its ongoing obligations to
its customers, vendors and employees.

"In the case of NARCO, it is our hope that it will emerge after
Chapter 11 reorganization as a financially stable company with
improved prospects for future success," Karhut said.  "We are
working closely with creditors to implement a court-approved
business plan that will accomplish this goal."

RHI Refractories Holding Company emphasized that the NARCO
reorganization petition does not affect Harbison Walker or AP
Green Industries, which are viable businesses that are less
dependent on steel industry customers.

RHI Refractories Holding Company has 24 manufacturing facilities
and 2,400 employees in the United States and Canada.  The
company said Friday that it will close some facilities in the
restructuring process to reduce production capacity and
redundancies, but the number and locations haven't been
determined.  The company expects to announce more specific
details in the near future.

"All facets of our operations are being carefully evaluated
before final decisions are made," Karhut said.  "Our goal is to
transform RHI Refractories Holding Company into a company that
achieves maximum performance at every level of our operations.  
We're confident that the restructuring will result in a
financially stronger, more appropriately-sized and integrated
business that will be more nimble in responding to changing
market conditions and to key customers."

Karhut also stated that the company is "optimistic" about the
prospects for additional financing that would enhance the
transformation of RHI Refractories Holding Company.  "The
company can accomplish our objectives with the focus and
dedication of our management team and employees, and support
from our loyal customers and vendors," Karhut concluded.


ROHN INDUSTRIES: Bank Lenders Agree to Forbear Until January 10
---------------------------------------------------------------
ROHN Industries, Inc. (Nasdaq: ROHN), a global provider of
infrastructure equipment for the telecommunications industry,
announced that its forbearance agreement with its bank lenders
has been extended until January 10, 2002.  Under the forbearance
agreement, the lenders have agreed to forbear from enforcing any
remedies they may have under the credit agreement among ROHN and
the lenders arising from ROHN's breach of a covenant related to
minimum EBITDA (earnings before interest, taxes, depreciation
and amortization).  

The Company expects to enter into an amendment to the credit
agreement on or before January 10, 2002 that will revise this
and other provisions of the credit agreement and under which the
lenders will waive this default.  If ROHN does not enter into an
amendment to its credit agreement by that date and the
forbearance agreement is not further extended, the lenders will
be able to exercise any and all remedies they may have in the
event of a default.

ROHN Industries, Inc. is a leading manufacturer and installer of
telecommunications infrastructure equipment for the wireless and
fiber optic industries.  Its products are used in cellular, PCS,
fiber optic networks for the Internet, radio and television
broadcast markets.  The company's products include towers,
equipment enclosures, cabinets, poles and antennae mounts, as
well as design and construction services.  ROHN has
manufacturing locations in Peoria, Ill.; Frankfort, Ind.;
Bessemer, Ala.; and Mexico City, Mexico.


SUN HEALTHCARE: Names W. Mathies as New President of SunBridge
--------------------------------------------------------------
Sun Healthcare Group, Inc., (OTC: SHGE) Chairman and CEO Richard
K. Matros announced that William A. Mathies will join the
company as president of SunBridge Healthcare Corporation.
Mathies currently serves as executive vice president of Beverly
Enterprises, in charge of that firm's Innovation and Services
Group.  Mathies will take the helm of SunBridge on March 1,
2002.  Until that time Mathies will work closely with Sun and
Matros on critical strategic and operating issues as the Company
prepares to emerge from Chapter 11 bankruptcy protection,
expected by the end of the first quarter 2002.  SunBridge is
Sun's largest subsidiary, operating nearly 250 long-term and
skilled nursing facilities in 25 states.

"Bill Mathies is a seasoned executive who has hands-on
experience managing nursing homes in every region where
SunBridge operates," said Matros.  "He's demonstrated the
ability to deal effectively with the challenges facing the
eldercare industry today, and has built an impressive track
record of building revenue and improving operating margins.  
More important, however, Mathies has a genuine passion for our
business and recognizes that delivering quality care must be the
cornerstone for the corporate culture we are building at Sun."

Mathies has devoted his entire career to long-term healthcare,
starting in 1981 as a nursing home administrator for Beverly in
Burbank, California.  He became vice president of operations for
several key western states for Beverly in 1988, and was promoted
to president of Beverly Health and Rehabilitation Services (the
nursing home subsidiary of Beverly Enterprises) in 1995.  In
that position he had overall operating and financial
responsibility for more than 700 skilled nursing facilities and
assisted living centers -- the largest eldercare network in the
United States.

During his tenure as president of Beverly Health and Rehab
Services, Mathies initiated multi-faceted strategies to prepare
for government reimbursement changes related to the prospective
payment system (PPS).  These included the installation of new
clinical information systems and extensive education programs
for managers on the financial, billing and operating
implications of PPS.  He reorganized operations and support
functions to better support local markets while significantly
reducing overhead.

Mathies was appointed to his current position in January 2001,
after playing a large role in the development of Beverly's
three-year strategic growth plan.  The plan called for a
significant expansion of eldercare services, and Mathies was
selected to lead that effort.

Matros said, "I've known Bill for 18 years and have tremendous
respect for his ability and for his dedication to caring for the
elderly.  He can think in overall strategic terms, but he also
recognizes that our business success is determined at the local
level."

A native of California, Mathies earned a bachelor's degree from
the University of Southern California.  He and his wife Lisa, an
attorney, have two daughters.

SunBridge Healthcare Corporation is a subsidiary of Sun
Healthcare Group, Inc.  Headquartered in Albuquerque, N.M.,
SunBridge operates nearly 250 long- term-care and postacute
facilities in 25 states.  In addition, Sun Healthcare Group
companies provide high-quality therapy, pharmacy, home care and
other ancillary services for the healthcare industry.


TELIGENT: Seeks Extension of Exclusivity and Removal Periods
------------------------------------------------------------
Teligent, Inc., and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their exclusivity deadline to file a plan of reorganization
through February 15, 2002 and their exclusivity deadline to
solicit acceptances of the plan through April 15, 2002. In the
same motion, the Debtors also ask the Court to extend their
period within which to remove actions through April 15, 2002.

The Debtors have devoted significant time and resources toward
stabilizing and evaluating their businesses, including
implementing strategies to maximize and realize the value of
their estates. Despite needing to focus on restructuring their
businesses, the Debtors have begun preliminary discussions with
their constituents as to the structure of a chapter 11 plan. To
date, these discussions have not produced a definitive plan
structure. The Debtors believe that
extending the Exclusive Periods will preserve a level playing
field through the ongoing discussions, thus maximizing the
potential that a plan can be developed, and ultimately
confirmed.

Likewise, the Debtors have not had an opportunity to determine
which Actions (if any) they will seek to remove. Rather, as a
result of the nature and magnitude of these chapter 11 cases and
the exigencies attendant to the recent reconfigurations
affecting their operations, the Debtors have needed to devote
substantially all of their efforts to numerous bankruptcy-
related matters of immediate import.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital
SmartWave(TM) local networks in major markets throughout the
United States, filed for chapter 11 protection on May 21, 2001
in the U.S. Bankruptcy Court for the Southern District of New
York.  James H.M. Sprayregen, Esq., Matthew N. Kleiman, Esq. and
Lena Mandel, Esq., at Kirkland & Ellis represent the Debtors in
their restructuring effort.  When the Company filed for
protection from its creditors, it listed $1,209,476,000 in
assets and $1,649,403,000 debts.


TEMPLETON VIETNAM: Will Begin Liquidation & Dissolution Process
---------------------------------------------------------------
The Boards of Directors of Templeton Vietnam and Southeast Asia
Fund, Inc., (NYSE:TVF) and Templeton Dragon Fund, Inc.,
(NYSE:TDF) approved a proposal providing for the reorganization
of Vietnam Fund into Dragon Fund. The proposed reorganization
involves Dragon Fund's acquisition of substantially all of the
assets of Vietnam Fund in exchange for shares of Dragon Fund and
the distribution of shares of Dragon Fund to shareholders of
Vietnam Fund as a part of the liquidation and dissolution of
Vietnam Fund. This transaction, which is expected to be tax-
free, is subject to the approval of the shareholders of Vietnam
Fund and Dragon Fund, respectively, and if approved, shares will
be exchanged based on the respective net asset values of Vietnam
Fund and Dragon Fund. To help preserve the tax-free status of
the proposed reorganization, Vietnam Fund's Board of Directors
has discontinued its open-market share repurchase program and,
in addition, Dragon Fund's Board of Directors has discontinued
its managed distribution policy, both effective immediately.

Dragon Fund's Board of Directors also has approved a tender
offer for up to 10% of Dragon Fund's outstanding shares to be
made at not less than 90% of net asset value during an initial
12-month period, to be followed by one or more subsequent tender
offers aggregating up to 10% of outstanding Dragon Fund shares
during the following 12-month period. The tender offers will be
made regardless of whether the reorganization with Vietnam Fund
takes place. If the proposed reorganization is approved by
shareholders of both Dragon Fund and Vietnam Fund, the first
tender offer for Dragon Fund shares will commence within 90 days
following the completion of the reorganization. If approval of
the reorganization is not obtained at the Dragon Fund
shareholder meeting, the first tender offer for Dragon Fund
shares will commence within 90 days after the Dragon Fund
shareholder meeting, or any adjournment thereof. If approval of
the reorganization is not obtained at the Vietnam Fund
shareholder meeting, the first tender offer for Dragon Fund
shares will commence within 90 days after the Vietnam Fund
shareholder meeting, or any adjournment thereof. Dragon Fund's
Board of Directors may consider recommending additional tender
offers in subsequent 12-month periods, depending upon market
conditions and regulatory and tax considerations.

Dragon Fund currently intends to hold its annual meeting of
shareholders in the second quarter of 2002, at which time Dragon
Fund's Board of Directors plans to submit the proposed
reorganization to Dragon Fund's shareholders. Vietnam Fund
currently intends to hold a special meeting of shareholders as
soon as practicable thereafter, at which time Vietnam Fund's
Board of Directors plans to submit the proposed reorganization
to Vietnam Fund's shareholders. The Vietnam Fund meeting
currently is expected to occur by the summer of 2002, subject to
obtaining necessary regulatory and other approvals. Any
solicitation of proxies by Dragon Fund and Vietnam Fund in
connection with their shareholder meetings will be made only
pursuant to separate prospectus/proxy materials filed under
federal securities laws, and there can be no assurances that the
shareholders of either Dragon Fund or Vietnam Fund will vote in
favor of the proposed reorganization.

Vietnam Fund is designed for investors seeking long-term capital
appreciation. Under normal market conditions, Vietnam Fund
invests primarily in the equity and debt securities of "Region
Country" issuers. Region Countries currently include Vietnam,
China, Hong Kong, India, Indonesia, Malaysia, Myanmar, the
Philippines, Singapore, South Korea, Taiwan and Thailand.
Vietnam Fund currently has total assets of approximately $37
million. Dragon Fund is designed for investors seeking long-term
capital appreciation and under normal market conditions invests
at least 45% of its total assets in the equity securities of
"China companies." In addition, under normal circumstances
Dragon Fund will invest at least 65% of its total assets in
"China companies," "Japan companies" and "Asia-Pacific
companies" combined. Dragon Fund currently has total assets of
approximately $439 million.

Templeton Asset Management Ltd., the investment adviser for both
Vietnam Fund and Dragon Fund, is an indirect wholly owned
subsidiary of Franklin Resources, Inc. (NYSE:BEN), a global
investment organization operating as Franklin Templeton
Investments. Franklin Templeton Investments provides global and
domestic investment management services through its Franklin,
Templeton, Mutual Series and Fiduciary Trust subsidiaries. The
San Mateo, CA-based company has over 50 years of investment
experience and over $261 billion in assets under management as
of November 30, 2001. For more information, please call
1-800-DIAL BEN(R).

In connection with the proposed reorganization transaction,
Vietnam Fund and Dragon Fund intend to file relevant materials
with the U.S. Securities and Exchange Commission, including a
proxy statement by Vietnam Fund, a proxy statement by Dragon
Fund, and a registration statement on Form N-14 by Dragon Fund
that contains a prospectus. Because those documents contain
important information, shareholders of Vietnam Fund and Dragon
Fund are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the
SEC's website, http://www.sec.gov Shareholders can also obtain  
copies of these documents and other transaction-related
documents, when available, for free by calling Vietnam Fund at
1-800-342-5236 or by calling Dragon Fund at 1-800-342-5236.

Vietnam Fund, its directors and executive officers and certain
other persons, may be deemed to be participants in Vietnam
Fund's solicitation of proxies from its shareholders in
connection with the proposed transaction. Information about the
directors is set forth in the proxy statement for Vietnam Fund's
2001 annual meeting of shareholders. Participants in Vietnam
Fund's solicitation may also be deemed to include the following
executive officers or other persons whose interests in Vietnam
Fund may not be described in the proxy statement for Vietnam
Fund's 2001 annual meeting: Mark Mobius (President); Charles B.
Johnson (Vice President); Rupert H. Johnson, Jr. (Vice
President); Harmon E. Burns (Vice President); Charles E. Johnson
(Vice President); Martin L. Flanagan (Vice President); Jeffrey
A. Everett (Vice President); John R. Kay (Vice President);
Murray L. Simpson (Vice President and Asst. Secretary); David P.
Goss (Vice President and Asst. Secretary); Barbara J. Green
(Vice President and Secretary); Bruce S. Rosenberg (Treasurer);
Holly Gibson Brady (Director of Corporate Communications -
Franklin Resources, Inc.).

Dragon Fund, its directors and executive officers and certain
other persons, may be deemed to be participants in Dragon Fund's
solicitation of proxies from its shareholders in connection with
the proposed transaction. Information about the directors is set
forth in the proxy statement for Dragon Fund's 2001 annual
meeting of shareholders. Participants in Dragon Fund's
solicitation may also be deemed to include the following
executive officers or other persons whose interests in Dragon
Fund may not be described in the proxy statement for Dragon
Fund's 2001 annual meeting: Mark Mobius (President); Charles B.
Johnson (Vice President); Rupert H. Johnson, Jr. (Vice
President); Harmon E. Burns (Vice President); Charles E. Johnson
(Vice President); Martin L. Flanagan (Vice President); Jeffrey
A. Everett (Vice President); John R. Kay (Vice President);
Murray L. Simpson (Vice President and Asst. Secretary); David P.
Goss (Vice President and Asst. Secretary); Barbara J. Green
(Vice President and Secretary); Bruce S. Rosenberg (Treasurer);
Holly Gibson Brady (Director of Corporate Communications -
Franklin Resources, Inc.).

As of the date of this communication, none of the foregoing
participants individually beneficially owns in excess of 1% of
Vietnam Fund's common stock, or 1% of Dragon Fund's common
stock. Except as disclosed above, to the knowledge of Vietnam
Fund and Dragon Fund, none of their respective directors or
executive officers has any interest, direct or indirect, by
security holdings or otherwise, in Vietnam Fund or Dragon Fund.

Shareholders may obtain additional information regarding the
interests of the participants by reading the proxy statement of
Vietnam Fund and the proxy statement and prospectus of Dragon
Fund if and when they become available.

Dragon Fund shareholders are advised to read the tender offer
statement when it is available as it will contain important
information. The tender offer statement, when it is available,
and other documents filed by Dragon Fund with the SEC, including
Dragon Fund's most recent annual report, will be available for
free at the SEC's web site -- http://www.sec.gov-- or by  
calling Dragon Fund at 1-800-342-5236.

For more information, please contact Franklin Templeton
Investments at 1-800-342-5236. Members of the media should
contact Franklin Templeton Corporate Communications at 650-312-
3395.


VSOURCE: Issues 11MM Shares to Lenders Under Bridge Loan Pact
-------------------------------------------------------------
On December 18, 2001, Vsource, Inc. exercised its right to
discharge its obligations under the Amended and Restated Bridge
Loan Agreement dated May 24, 2001 between it, Vsource (CI) Ltd
(formerly NetCel360.com Ltd), Vsource (Malaysia) Sdn Bhd
(formerly NetCel360 Sdn Bhd) and the Lenders specified therein,
as amended on June 22, 2001, by delivering shares of the
Company's common stock to the Lenders. The total principal
amount and accrued interest outstanding under the loan was
$2,324,063.

In accordance with the terms of the Bridge Loan Agreement, which
permitted the Company to repay the Bridge Loan by delivering
shares of common stock at a conversion rate of $0.20 per share,
Vsource issued and delivered a total of 11,620,310 shares.

The Bridge Loan was assumed by Vsource as part of its
acquisition of substantially all of the assets of NetCel360
Holdings Limited. Phillip Kelly, the Chief Executive Officer and
Co-Chairman of the Board of the Company, held approximately
46.75% of the Bridge Loan. Dennis Smith, the Chief Financial
Officer and Vice-Chairman of the Board of Vsource, held
approximately 20.75% of the Bridge Loan. Asia Internet
Investment Group I, L.P. held approximately 1.96% of the Bridge
Loan. I. Steven Edelson, the Co-Chairman of the Board of the
Company, and Nathaniel Kramer, a director of the Company, are
two of the managers of the general partner of AIIG.

Vsource is struggling to keep its head above water, and it's
looking for a lifeboat. Plagued by losses and trouble finding
customers, the company is restructuring. Vsource has stopped
marketing its Virtual Source Network (VSN) product line, an
Internet-based application suite for managing procurement.
Instead, the company is focusing on business process outsourcing
services, a business it entered through its 2001 acquisition of
Asia-based NetCel360, and its LiquidMarketplace e-commerce
transaction and procurement tools, which it also acquired in
2001 when it bought Online Transaction Technologies. Vsource has
laid off about 80% of its workforce.


WASTE SYSTEMS: Wants Plan Filing Period Extended to February 7
--------------------------------------------------------------
Waste Systems International, Inc., et al., with the assent of
the Official Committee of Unsecured Creditors appointed in the
Debtors' chapter 11 cases, ask the U.S. Bankruptcy Court for the
District of Delaware to extend the Company's Exclusive Period
during which to file a plan of reorganization through
February 7, 2002.

The requested one-week extension of the Debtors' exclusive
period will prevent the need for the parties to prepare for the
Disclosure Statement Hearing until after determination of
the Exclusivity Termination Motion scheduled to be heard on
January 24, 2002.

While the Debtors are amenable to continuing the Disclosure
Statement Hearing to February 7, 2002, they are willing to do so
only if their plan exclusivity period is extended through
February 7, 2002.

In order to maintain the current spacing between the hearing on
the Exclusivity Termination Motion and the Disclosure Statement
Hearing, the Creditors' Committee agrees that the requested
extension of the Debtors' plan exclusivity period is
appropriate. The extension will also save a great deal of time
and expense in premature preparation for the Disclosure
Statement Hearing.

Waste Systems International, Inc., an integrated non-hazardous
solid waste management company that provides solid waste
collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States, filed for chapter 11 protection
on January 11, 2001 in the U.S. Bankruptcy Court District of
Delaware. Victoria Watson Counihan, Esq., at Greenberg Traurig
LLP represents the Debtors in their restructuring efforts. When
the Company filed for protection from its creditors, it listed
$202,415,070 in assets and $167,004,357 in liabilities.


WASTE SYSTEMS: Exclusivity Termination Hearing Resumes on Jan 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware orders
that the Hearing on Creditors' Committee's motion to Terminate
Exclusivity be continued to January 24, 2002.

In the same order, the hearing to consider approval of the
Disclosure Statement is also moved to the same date.  In the
event that the Court orders the extension of Waste Systems
International Inc.'s Exclusivity, the hearing on the Disclosure
Statement approval will be further continued to February 7,
2002.

Waste Systems International, Inc., an integrated non-hazardous
solid waste management company that provides solid waste
collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States, filed for chapter 11 protection
on January 11, 2001 in the U.S. Bankruptcy Court District of
Delaware. Victoria Watson Counihan, Esq., at Greenberg Traurig
LLP represents the Debtors in their restructuring efforts. When
the Company filed for protection from its creditors, it listed
$202,415,070 in assets and $167,004,357 in liabilities.


WEBB INTERACTIVE: Retires All Series B-2 Preferred Stock
--------------------------------------------------------
On December 17, 2001, Webb Interactive Services, Inc. exchanged
350,205 shares of its common stock with Castle Creek Technology
Partners, LLC for 200.205 shares of Webb's Series B-2 Preferred
Stock.  As additional consideration for such exchange, CC
converted its remaining 250 shares of the Series B-2 Preferred
Stock into 100,000 shares of Webb's common stock in accordance
with the terms of such Preferred Stock and agreed to defer
payment of approximately $110,000 of interest and penalty
payments due to January 31, 2002.

As a result of the exchange and conversion, all of Webb's Series
B-2 Preferred Stock has either been converted or redeemed and
retired.

Webb Interactive Services' AccelX division helps local
businesses establish an e-commerce presence with a suite of XML-
based applications for Web site building, lead generation, and
customer management. Through its Jabber.com subsidiary, Webb
offers an open source instant messaging application. Unlike most
of its competitors in the instant messaging market, which focus
on consumers, Jabber.com focuses on messaging for businesses and
service providers. Webb's services (nearly half of sales)
include consulting, implementation, and training. The company's
top three customers (VNU Publitec, VetConnect, and Switchboard)
collectively account for 65% of sales. As of September 30, 2001,
the company's balance sheet is upside-down, registering total
stockholders' equity deficit of around $3 million.


WILLCOX & GIBBS: Wants Lease Decision Period Extended to May 7
--------------------------------------------------------------
Willcox & Gibbs, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend the time within which it may
assume or reject unexpired leases of nonresidential real
property through May 7, 2002.

If the requested extension is not granted, the Debtors will be
compelled either to assume large, long-term liabilities,
creating substantial administrative expense claims at an
inopportune state in the cases, or to forfeit leases
prematurely, impairing the ability to obtain the full value of
their estates. On the other hand, the extension will enable the
Debtors to preserve their right to continue to examine each of
the leases in the context of their liquidation efforts.

A hearing on the motion will be held on January 11, 2002 before
Judge Peter J. Walsh in the United States Bankruptcy Court for
the District of Delaware.

Through the operations of six principal business units, Willcox
& Gibbs, Inc.'s business activities consist of the distribution
of certain replacement parts, supplies and ancillary equipment
to the apparel and other sewn products industry. The Company
filed for chapter 11 protection on August 6, 2001 in the U.S.
Bankruptcy Court for the District of Delaware. Edwin J. Harron,
Esq. and Brendan Linehan Shannon, Esq. at Young, Conaway,
Stargatt & Taylor represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $36,393,000 in assets and $29,994,000 in
debts.


XEROX CORP: Moody's Puts Debt Rating Under Review for Downgrade
---------------------------------------------------------------
DebtTraders reports that international rating agency, Moody's,
placed Xerox Corporation's debt on a review for possible
downgrade. According to the report, this review affects the
company's $7.7 billion of long-term debt. Furthermore, Moody's
will focus its review on "the prospects for improvement in core
profitability and debt protection measures in 2002 and beyond."

DebtTraders analysts Daniel Fan and Blythe Berselli say that
Xerox Corporation's 7.00% bonds due 2003 were last quoted at a
price of 91. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEROX12

                          *********

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

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

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

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

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

                          *********

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

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

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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