TCR_Public/020114.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, January 14, 2001, Vol. 6, No. 9

                           Headlines

AMCAST INDUSTRIAL: Pioneer Global Reports 5.99% Equity Stake
AMES DEPT: Exclusive Period to File Plan Extended through May 31
ANC RENTAL: Creditors' Committee Hiring Wilmer Cutler as Counsel
AVADO BRANDS: S&P Raises Junk Ratings After Payment of Interest
BENEDEK COMMS: Posts Declining Revenues & Wider Net Loss In Q3

BEST BUY: S&P Rates Proposed $350MM Convertible Sub Notes at BB+
BURLINGTON INDUSTRIES: Repositions Apparel Fabrics Group
CEDARA SOFTWARE: Falls Short On Nasdaq Listing Qualifications
DAIRY MART: Has Until June 28 to Remove Pre-Petition Actions
DAIRY MART: Wants Exclusive Plan Filing Deadline Moved to Apr. 5

DESA INT'L: S&P Drops Ratings to D After Missed Interest Payment
ELDORADO RESORTS: S&P Downgrades Ratings To Lower-B Levels
ENRON CORPORATION: Selling Enron Wind Interests For $175 Million
ENRON CORP: Wholesale Trading Auction Proceeding as Planned
ENRON: Eco-Tankship Opposes Wholesale Trading Business Sale

EXODUS COMMUNICATIONS: Retains KPMG LLP as Accountant
FEDERAL-MOGUL: Claimants Seek Okay To Retain Caplin As Counsel
FRUIT OF THE LOOM: Asks For More Time to Act on Unexpired Leases
GLOBAL TELESYSTEMS: Court Okays Amended Disclosure Statement
HAYES LEMMERZ: Seeks Court's Approval of Wheland Agreements

HI-RISE: Sells Assets and Considers Bankruptcy to Reorganize
HILTON HOTEL: Fitch Cuts Ratings & Says Outlook is Negative
HMG WORLDWIDE: Lease Decision Deadline Extended To February 20
HOME HEALTH: Emerges From Chapter 11 Bankruptcy
HUNTSMAN INTERNATIONAL: S&P Affirms Low-B Ratings

INFONET SERVICES: S&P Places BB Ratings On Watch Negative
INTEGRATED HEALTH: Litchfield Presses For Lease Payments
K2 DIGITAL: Now Owned By Integrated Information Systems
LODGIAN: Employing Richard Cartoon as Chief Financial Officer
LTV CORP: Cleveland-Cliffs Says Pay Now Or Lose Empire Mine

MALDEN MILLS: Deadline for Filing Schedules Is Today
MARINER POST-ACUTE: Proposes Plan Solicitation Procedures
MOTIENT CORP: Files Chapter 11 Petition in E.D. Virginia
MOTIENT CORP: Case Summary & 30 Largest Unsecured Creditors
OWENS-BROCKWAY: S&P Assigns BB Rating on Proposed $300MM Notes

PACIFIC GAS: Submits Summary of Remaining Objections as Required
PAXSON COMMS: S&P Rates Proposed $310MM Senior Sub Notes At B-
PHAR-MOR: Asks Court To Extend Exclusive Period Through July 23
PILLOWTEX CORP: Reorganization Value Is Pegged At $400,000,000
PREMIER OPERATIONS: Last Day to File Proofs of Claims is Jan. 25

PRINTWARE INC: Directors Endorse Liquidation Plan
SHARED TECHNOLOGIES: Obtains Authorization for Additional Funds
SPECTRASITE HOLDINGS: Moody's Junks Senior Note Ratings
STARWOOD HOTEL: Fitch Cuts Debt Ratings To BB+ From BBB-
TRAILMOBILE: Lender Grants Canadian Affiliate Over-Advance

TRISM INC: Taps Carreden as Bankers for Enhancement Transaction
VENUS EXPLORATION: Nasdaq Delists Shares from SmallCap Market
VISKASE COMPANIES: Amends Rights Agreement With Harris Trust
W.R. GRACE: Asks Court To Extend Removal Period Through July 2
WESTERN WIRELESS: Weak Results Prompt S&P's Ratings Downgrade

* BOND PRICING: For the week of January 14 - 18, 2002

                           *********

AMCAST INDUSTRIAL: Pioneer Global Reports 5.99% Equity Stake
------------------------------------------------------------
Pioneer Global Asset Management of Milan, Italy, beneficially
owns 513,900 shares of the common stock of Amcast Industrial
Corporation, representing 5.99% of the outstanding common stock
of the Company. Pioneer holds sole voting and dispositive powers
on the stock held.


AMES DEPT: Exclusive Period to File Plan Extended through May 31
----------------------------------------------------------------
Finding sufficient cause for an extension, Judge Gerber orders
Ames Department Stores, Inc.'s motion to extend exclusive
periods granted.  Judge Gerber reigns-in the Debtors' request,
however, so that the Debtors' exclusive period during which to
propose and file a plan runs through May 31, 2002 and the
Debtors' exclusive period during which to solicit acceptances of
that plan will expire on July 30, 2002. (Ames Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Creditors' Committee Hiring Wilmer Cutler as Counsel
----------------------------------------------------------------
The Statutory Committee of Unsecured Creditors in ANC Rental
Corporation's chapter 11 case submits its application to employ
Wilmer, Cutler & Pickering LLP as counsel, nunc pro tunc to
November 27, 2001.

Duncan M. Robertson, Director of Westdeutsche Landensbank
Girozentrale, relates that the committee selected Wilmer Cutler
because of the firm's extensive experience in and knowledge of
debtor's and creditor's rights and business reorganizations
under Chapter 11 of the Bankruptcy Code.

The Committee will turn to Wilmer Cutler:

A. To consult with the Committee, the Debtors, and the U.S.
       Trustee concerning the administration of these Chapter 11
       cases;

B. To review, analyze and respond to pleadings filed with this
       Court by the Debtors and to participate in hearings on
       such pleadings;

C. To investigate the acts, conduct, assets, liabilities and
       financial condition of the Debtors, the operation of the
       Debtors' businesses, and any matters relevant to these
       Chapter 11 cases in the event, and to the extent,
       required by the Committee;

D. To take all necessary action to protect the rights and
       interests of the Committee, including but not limited to
       negotiations and preparation of documents relating to any
       plan of reorganization and disclosure statement;

E. to represent the Committee in connection with the exercise of
       its powers and duties under the Bankruptcy Code and in
       connection with these Chapter 11 cases.

Wilmer Cutler partner Duane D. Morse, Esq., indicates that his
Firm will charge its customary hourly rates:

           Partners              $375 to $615
           Counsel               $335 to $535
           Associates            $195 to $365
           Paraprofessionals     $ 75 to $350

The principal attorneys and paralegals designated to represent
the Committee and their current standard hourly rates through
December 31, 2001 are:

             Duane D. Morse         $500
             Andrew N. Goldman      $425
             James A. Shepherd      $335
             Jorian Rose            $290
             Michael Ryan           $210
             Kevin Smith            $210
             Carol White            $160

Mr. Morse assures the court that neither himself nor the firm,
nor any of its partners, counsel and associates has any
connection with any interested parties, including Debtors,
shareholders, creditors, accountants, financial advisors, U.S.
Trustee, except representations to these parties in unrelated
matters:

A. Major Shareholders: Fidelity

B. Committee of Unsecured Creditors: General Motors Corp., Walt
       Disney World Co., and American Broadcasting Co.

C. Unsecured Creditors: American Arbitration Assoc., American
       Express, Arthur Andersen, Federal Express Corp., United
       Airlines, Yahoo, Inc., Chrysler Financial Corp., and Walt
       Disney Co.

D. Secured Creditors: Capital Bank, Chase Manhattan, Citibank,
       Credit Suisse First Boston, Deutsche Bank, First Union
       National Bank, General Motors, Lehman Bros., and
       Provident.

E. Other Professionals: Arthur Andersen LLP.

(ANC Rental Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AVADO BRANDS: S&P Raises Junk Ratings After Payment of Interest
---------------------------------------------------------------
Standard & Poor's raised its ratings on Avado Brands Inc. and
affirmed its rating on subsidiary Avado Brands Financing I. The
outlook is negative.

The rating action is based on Avado's payment of interest to
holders of its 11.75% senior subordinated notes. The interest
payment was originally due on December 15, 2001.

The ratings on Avado Brands and its subsidiary, Avado Brands
Financing I, reflect the company's limited financial
flexibility, highly leveraged capital structure, weak operating
performance, and participation in the highly competitive
restaurant industry.

Avado has struggled as a multiconcept restaurant company. Weak
operating results at its Don Pablo's and Canyon Cafe concepts
have overshadowed good performance at McCormick & Schmick's and
Hops. The company's operating margin dropped to 11.8% in the
first nine months of 2001 from 13.3% in the same period of 2000
and 17.7% in 1996, when it was a successful Applebee's
franchisee. Cash flow protection measures are weak. EBITDA
covered interest expense only 1.5 times in the first nine months
of 2001, and leverage is high, with total debt to EBITDA of
7.2x.

Avado has limited financial flexibility. The company has no bank
facility and has had to sell assets to meet its cash needs.
Standard & Poor's believes Avado will need to obtain additional
sources of capital to fund operations and service debt going
forward.

                       Outlook: Negative

Although management has attempted to improve the operating
performance at Don Pablo's and Canyon Cafe, there is little
assurance that it can succeed in reviving its flagging
restaurant operations. The company's viability is in jeopardy,
reflecting doubts that it will be able to generate sufficient
cash flow to meet its debt obligations over the next 12 months.

                            Ratings Raised

     Avado Brands Inc.                TO        FROM
       Corporate credit rating        CCC       D
       Senior unsecured debt          CCC       CC
       Subordinated notes             CC        D

                           Rating Affirmed

     Avado Brands Financing I         RATING
       Preferred stock                C


BENEDEK COMMS: Posts Declining Revenues & Wider Net Loss In Q3
--------------------------------------------------------------
Benedek Communications Corporation owns and operates 23 network-
affiliated television stations throughout the United States. The
stations are geographically diverse and serve small to
medium-sized markets in 24 states. Eleven of the stations are
affiliated with CBS, seven are affiliated with ABC, four are
affiliated with NBC and one is affiliated with Fox.

In the third quarter of 2001, the Company reported net revenues
of $32.7 million compared to net revenues of $39.5 million in
the third quarter of 2000. The Company experienced a net loss of
$6.2 million for the third quarter of 2001 compared to a net
loss of $4.0 million for the corresponding period in 2000.
Adjusted EBITDA for the third quarter of 2001 was $8.1 million
as compared to $13.2 million for the third quarter of 2000.
Adjusted EBITDA on a same station basis for the third quarter of
2001 was $8.1 million as compared to $13.3 million for the third
quarter of 2000.

The decrease in net revenues was $6.8 million, or 17.2%.
Commercial-free programming in the days immediately following
the attacks on September 11, 2001 and the cancellation or
reduction of normal advertising schedules in the subsequent
weeks had a significant negative impact. The Company estimates
that approximately $3.5 million of net advertising revenues were
not realized as a result of these events. This further
exacerbated an already difficult advertising climate caused by
continued economic weakness and the lack of political
advertising revenues in the third quarter of 2001. National
advertising decreased by $2.1 million, or 15.4%, from the same
period in 2000. Local/regional revenues were impacted by a
lesser amount and were $22.0 million in the three months ended
September 30, 2001 as compared to $23.6 million for the same
period in 2000, a decrease of 6.7%. Also contributing to the
decline in net revenues was a $4.7 million decrease in political
advertising revenue for the third quarter of 2001 as compared to
the same period in 2000.

Net loss was $6.2 million for the third quarter of 2001 as
compared to a net loss of $4.0 million for the corresponding
period in 2000 as a result of factors noted above.

In the first nine months of 2001 net revenues were $102.7
million as compared to $112.8 million for the same period in
2000, a decrease of $10.1 million. A $5.3 million or 12.6%
decline in national advertising revenue negatively impacted net
revenues. Additionally, local/regional revenues
decreased by 1.5 million, or 1.7%. The lack of significant
political advertising revenue in 2001 resulted in a decrease of
$6.2 million in political revenue to $1.1 million for the first
nine months of 2001 from $7.3 million during the corresponding
period in 2000. The national crisis as a result of the September
11, 2001 attacks and the continued weakness in economic
conditions also contributed to the decrease.

On a same station basis, net revenues for the first nine months
of 2001 declined by $13.4 million, or 11.5%, to $102.5 million
as compared to $115.9 million in the corresponding period of
2000 as a result of prevailing economic conditions. A $6.4
million, or 15.0% decline, in national advertising revenue
caused most of the decrease. In addition, political advertising
revenues decreased by $6.2 million for the first nine months of
2001 due to the absence of national political races in odd-
numbered years. On a same station basis, local/regional revenues
for the first nine months of 2001 were also lower by $3.5
million, or 4.9%, from the same period in 2000. Local/regional
revenues declined less than national revenues because of the
continued focus on local markets and strong relationships with
customers at that level.

The Company recognized a gain of $61.2 million for the first
nine months of 2000 as a result of the exchange of the assets of
WWLP-TV with a fair market value of $123.0 million and $18.0
million in cash for the assets of KAKE-TV and WOWT-TV. The
Company also realized a $0.3 million gain on the sale of KOSA-TV
in 2000. KOSA-TV was sold on March 21, 2000 for $8.0 million.
Net loss was $18.2 million for the first nine months of 2001 as
compared to net income of $15.2 million for the corresponding
period of 2000.


BEST BUY: S&P Rates Proposed $350MM Convertible Sub Notes at BB+
----------------------------------------------------------------
Standard & Poor's assigned its double-'B'-plus rating to Best
Buy Co. Inc.'s planned $350 million convertible subordinated
note issue due January 15, 2022. The notes will be issued
pursuant to Rule 144A with registration rights and will be used
for general corporate purposes.

At the same time, Standard & Poor's affirmed its triple-'B'-
minus corporate credit and senior unsecured debt ratings on the
company. The outlook is negative.

The ratings on Best Buy reflect its leading position in the
consumer electronics industry, improved operations over the past
four years, and favorable growth prospects for digital consumer
electronics. However, the ratings also reflect risks posed by
the cyclicality of the consumer electronics industry,
competition from "category killer" retail formats in many
product categories, and a more aggressive financial policy.

Best Buy is the leading retailer in the consumer electronics
industry, with 478 stores in 44 states. Over the past four
years, the company has significantly improved operating
efficiencies through better inventory management, resulting in
improved inventory turnover to more than 8.0 times from 5.7x. In
addition, Best Buy has benefited from increased revenue from
warranties and strategic relationships, which have proven to be
more stable and less cyclical than revenue from electronic
products.

Continued favorable growth prospects for digital product sales
over the next three years should provide growth opportunities
for Best Buy's core store operations. However, the company's
products are exposed to competitive pricing, economic
volatility, and short life cycles. In addition to competing with
Circuit City and RadioShack Corp. in consumer electronics,
the company competes with discounters and category killer retail
formats, such as Wal-Mart Inc., Target Inc., and Home Depot
Inc., in many product categories. These factors limit pricing
flexibility and Best Buy's ability to gain significant market
share in certain categories, such as appliances. Future growth
for Best Buy may come from its acquisition of Musicland Stores
Corp. in 2000, which provided the company with 1,320 locations
and four different formats, and the recently completed
acquisition of Future Shop Inc., a 95-store consumer electronics
retailer in Canada.

Lease-adjusted EBITDA coverage of interest stabilized in the
high 5x area in 2000 and 1999, an improvement from less than 2x
in 1996. Total debt to EBITDA improved to 2.3x in 2000 from 5.4x
in 1997. Funds from operations to total debt is 28%. Best Buy
has generated significant free cash flow over the past four
years, as it has more effectively managed working capital.
However, Best Buy significantly increased capital expenditures
in 2000 to fund new store growth. Standard & Poor's believes
that Best Buy's ability to generate free cash flow will be
reduced over the next two years if the company incurs capital
expenditures at or above current levels. Lease-adjusted
operating margins are expected to improve to about 8% in 2001
from 7% in 2000 due to the inclusion of Musicland's operations
in 2001 and initiatives to improve product mix and inventory
management. The weakening U.S. economy contributed to slightly
positive same-store sales for the first nine months of 2001,
compared with an increase of 5% in 2000.

Standard & Poor's believes Best Buy has demonstrated a somewhat
more aggressive financial policy, based on its acquisition of
Musicland and Magnolia Hi-Fi in the fourth quarter of 2000 and
its recent acquisition of Future Shop. Best Buy's credit
measures could be negatively impacted if the company faces
challenges integrating these entities and if it uses additional
debt to help fund acquisitions and working capital needs.
Financial flexibility is provided by a $100 million revolving
credit facility and about $325 million in lines of credit,
which, along with cash balances, help fund working capital
needs.

                     Outlook: Negative

Best Buy has improved operations over the past four years and
has established its leading industry position in the consumer
electronics industry. However, the company's more aggressive
financial policy with regard to acquisitions and debt, coupled
with a weakening U.S. economy, could negatively affect credit
protection measures.


BURLINGTON INDUSTRIES: Repositions Apparel Fabrics Group
--------------------------------------------------------
Burlington Industries, Inc. (OTCBB: BRLG) announced a
comprehensive reorganization of its apparel fabrics group. This
reorganization is part of the company's initiatives to
transition and modify its business model in order to better
serve its customers' expanding needs in the global supply
chain and restructure the company under Chapter 11 of the U.S.
Bankruptcy Code as announced in November.

George W. Henderson, III, Chairman and Chief Executive Officer,
said, "We are moving aggressively to create more value for our
customers and provide a broader range of new products and fabric
innovation. Our business model going forward provides us the
flexibility to expand our North American capabilities through
increased innovation developed by Nano-Tex, LLC and
expanded global partnerships established through Burlington
WorldWide Limited, our Hong-Kong subsidiary."

The major elements of the reorganization are:

     1) Unified Sales and Marketing - All apparel products will
be marketed and sold under one organization, "Burlington
WorldWide", instead of its previous divisional structure.

     2) Accelerate Product Sourcing - The company will expand
the product offerings of its manufacturing base with sourced
products from Burlington WorldWide's international mill
partners. This coordinated network of domestic and international
resources will enable the company to offer a broader range of
fabrics to its customers and deliver them to points of assembly
worldwide.

     3) Rationalize its Manufacturing Base - Burlington will
reduce its U.S. manufacturing base for apparel fabrics in
response to slowing economic conditions and continued import
competition. This reorganization will result in the sale or
closing of five locations, which include Mount Holly, NC;
Stonewall, MS; Halifax, VA; Clarksville, VA; and its denim
garment operation in Aguascalientes, Mexico. The company
estimates a loss of approximately 2800 jobs in the United States
and 1200 jobs in Mexico as the result of the plant closings,
plus additional capacity reductions at its Raeford, NC plant and
company-wide overhead reductions.

The company will continue to make synthetic and wool products at
its Cordova and Raeford, NC; Hurt, VA; and Yecapixtla, Mexico
locations. All denim production will come from either the
Yecapixtla, Mexico or Navsari, India locations. These operations
are modern and when combined with advanced product technology
and geographic advantages provide a sustainable competitive
edge.

The reorganization initiatives discussed above will result in
substantial restructuring charges in the first and second
quarters of fiscal year 2002.

Commenting further, Henderson said, "We deeply regret the loss
of jobs resulting from these actions. Continued pressures from
foreign imports and unfair trade practices coupled with slowing
and uncertain economic conditions have made it necessary for us
to further reduce our U.S. capacity. We recognize the increasing
global nature of our industry, but we strongly oppose unfair
trade that impacts U.S. jobs. We continue to lobby for
legislation that enforces fair trade and supports a competitive
U.S. textile industry.

"We have confidence that our new business model is sustainable
over time and will provide a solid base from which to grow our
company. We are committed to providing our customers the highest
level in product innovation and customer service through
expanded global networks and our own modern operations. We
expect to transition our apparel fabrics group over the next
60 to 180 days."

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


CEDARA SOFTWARE: Falls Short On Nasdaq Listing Qualifications
-------------------------------------------------------------
Cedara Software Corp. (TSE:CDE/Nasdaq:CDSW) received a Nasdaq
Staff Determination on January 9, 2002 indicating that the
Company fails to comply with either the net tangible assets or
minimum stockholders' equity requirements for continued listing
set forth in Marketplace Rule 4450(a)(3), and that its
securities are, therefore, subject to delisting from The Nasdaq
National Market. The Company intends to request a hearing before
a Nasdaq Listing Qualifications Panel to review the Staff
Determination. There can be no assurance the Panel will grant
the Company's request for continued listing.

Cedara Software Corp., based in the greater Toronto area, is a
leading medical imaging software developer. Cedara serves
leading healthcare solution providers and has long-term
relationships with companies such as Cerner, GE, Hitachi,
Philips, Siemens, and Toshiba. Cedara offers its OEM
customers a rich array of end-to-end imaging solutions. The
Cedara Foundation Technology supports Windows and Unix. This
continuously enhanced imaging software is embedded in 30% of
MRIs sold today.

Cedara offers components and applications that address all
modalities and aspects of clinical workflow including: 3D
imaging and advanced post-processing; volumetric rendering;
disease-centric imaging solutions for cardiology; and streaming
DICOM for web-enabled imaging. Cedara's picture archiving and
communications systems (PACS) solutions, Cedara I-View, Cedara
I-Read and Cedara I-Report are sold via systems integrators and
distributors around the world. Through its Dicomit Dicom
Information Technologies Inc. subsidiary, Cedara provides an
ultrasound and DICOM connectivity solutions to OEM customers.


DAIRY MART: Has Until June 28 to Remove Pre-Petition Actions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the time period within which Dairy Mart Convenience
Stores, Inc. and its debtor-affiliates may seek to remove civil
action pending on the Petition Date through June 28, 2002.

DMC and its subsidiaries operate one of the nation's largest
regional convenience stores filed for chapter 11 protection on
September 24, 2001 in the U.S. Bankruptcy Court for the Southern
District of New York. Dennis F. Dunne, Esq., at Milbank, Tweed,
Hadley & McCloy LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


DAIRY MART: Wants Exclusive Plan Filing Deadline Moved to Apr. 5
----------------------------------------------------------------
Dairy Mart Convenience Stores and its Debtor-Affiliates ask the
Court to extend their exclusive period during which to file a
plan of reorganization through April 5, 2002 and ask for a
concomitant extension of their exclusive period during which to
solicit acceptances of that plan through June 4, 2002.  

A hearing on the Motion is scheduled for January 22, 2002 at
9:30 a.m.

Dairy Mart tells the Court that the initial 120-day period does
not afford them a realistic opportunity to stabilize their
business and formulate a feasible emergence strategy that
maximizes value for all constituencies.

DMC and its subsidiaries operate one of the nation's largest
regional convenience stores filed for chapter 11 protection on
September 24, 2001 in the U.S. Bankruptcy Court for the Southern
District of New York. Dennis F. Dunne, Esq., at Milbank, Tweed,
Hadley & McCloy LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


DESA INT'L: S&P Drops Ratings to D After Missed Interest Payment
----------------------------------------------------------------
Standard & Poor's lowered its ratings on DESA International Inc.
to 'D' and removed them from CreditWatch, where they were placed
on August 7, 2000.

This rating action follows nonpayment of interest due December
15, 2001, on the company's senior subordinated notes. The
company was prohibited from making the interest payment because
it is in breach of financial covenants under its bank credit
agreement. Although DESA is negotiating with its banks to cure
the breach and is operating within a 30-day grace period,
Standard & Poor's is not confident that the matter will be
resolved before the expiration of the grace period.

DESA International Inc. is a highly leveraged manufacturer of
zone heating and other products. Recent performance has been
very weak due in part to the economic downturn and the negative
effect of warm weather on zone heating product sales.

              Ratings Lowered and Removed from CreditWatch

                                             Ratings
     DESA International Inc.           To               From
     Corporate credit rating           D                CCC+
     Senior secured debt               D                CCC+
     Subordinated debt                 D                CCC-


ELDORADO RESORTS: S&P Downgrades Ratings To Lower-B Levels
----------------------------------------------------------
Standard & Poor's lowered its ratings for Eldorado Resorts, LLC.
The ratings are removed from CreditWatch, where they were placed
on November 15, 2001.

The outlook is stable.

The downgrade reflects the company's weaker-than-expected
operating results during 2001 and the expectation that, due to
the continuing weak economy and the increasingly competitive
environment in Reno, operating results are likely to continue to
remain pressured in the near term.

Ratings reflect the company's narrow business focus, competitive
market conditions, and weaker-than-expected operating results,
offset by a good competitive position in the Reno market and
modest capital spending requirements.

Reno, Nevada-headquartered Eldorado Resorts LLC owns and
operates the Eldorado Hotel & Casino in Reno. In addition,
through a wholly owned subsidiary, it is a 50% owner of the
Silver Legacy Resort Casino, a hotel and casino adjacent to the
Eldorado. The Eldorado has an established and successful
operating history and has generated EBITDA of $36 million-$42
million annually for the past five years. The property's leading
position in the approximately $1 billion Reno market leads to
the fairly stable cash flow, despite periodic harsh winters,
construction disruptions at the property and at the neighboring
Silver Legacy, and new Las Vegas Strip openings. However,
operating results during 2001 were negatively affected by
the weak economy and the intensely competitive market
environment in Reno, resulting in a decrease in customer traffic
and overall gaming volumes. In addition, the expansion of Native
American gaming in northern California could significantly
affect the Reno market over the longer term and could cause
dilution at the Eldorado, given its high reliance on drive-in
visitors.

EBITDA, adjusted for equity in net income in the Silver Legacy,
decreased during the nine months ended September 30, 2001, to
$23.2 million, from $33.1 million in the prior-year period, due
to lower gaming volumes and a decrease in food and beverage and
entertainment revenues. Based on current operating trends,
EBITDA coverage of interest expense is expected to be more
than 2 times, and total debt to EBITDA more than 3.5x. The
company recently announced it had amended its bank facility,
which included a waiver for the quarter ended Sept. 30, 2001.
The amendment permits the company to continue to use its
revolver availability and readjusts the total debt to EBITDA
covenant, providing additional financial flexibility.

                        Outlook: Stable

The stable outlook reflects the expectation that Eldorado will
maintain its good market position and that the company's current
financial profile provides some cushion against an increasingly
competitive market environment within the current rating.

          Ratings Lowered and Removed from CreditWatch

                                                   To    From
     Eldorado Resorts LLC
     Corporate credit rating                       B+    BB-
     Senior secured bank loan                      BB-   BB
     Subordinated debt                             B-    B


ENRON CORPORATION: Selling Enron Wind Interests For $175 Million
----------------------------------------------------------------
Enron Wind Corporation and its subsidiaries are not debtors in
Enron Corporation's jointly administered chapter 11 cases.  
Enron Wind is the sole stockholder of Enron Wind Domestic
Holding Corporation, a California corporation, which, in turn,
is the sole stockholder of Enron Wind Development Corporation, a
California corporation. Enron Wind Corporation is wholly owned
by Enron Renewable Energy Corporation, a Delaware corporation,
which itself is wholly owned by Smith Street Land Company, a
Delaware corporation and a Debtor in these chapter 11 cases.
Smith Street Land Company is also wholly owned by Enron.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, New York, tells the Court, Enron Wind is a fully
integrated wind power company.  "Over the past two decades,
Enron Wind has developed and/or sold more than 4,500 wind
turbines and 1,600 megawatts of capacity worldwide," Mr. Rosen
relates.  More than 1,000 people at 12 national and
international offices work for Wind, which operates wind turbine
manufacturing plants located in the U.S., Germany and Spain, Mr.
Rosen adds.

Enron Wind, through one of its wholly owned subsidiaries, Enron
Wind Constructors Corporation, a California corporation, has
recently completed the construction of two new wind power
generating facilities in West Texas:

    (1) The Indian Mesa I Project, and

    (2) The Clear Sky Project, also known as Indian Mesa.

Enron Wind has marketed these facilities extensively.  Serious
discussions began in May 2001 with American Electric Power for
the sale of the Facilities.  After 7 months of arm's length
negotiations, Mr. Rosen says, Enron Wind, through its
subsidiaries, and American Electric Power, through its
subsidiaries, AEP Indian Mesa LP, LLC and AEP Indian Mesa GP,
LLC, agreed to the sale of Clear Sky and Indian Mesa pursuant to
the terms and conditions of the Purchase and Sale Agreement.
This agreement is entered by and among Enron Wind Development
Corporation, Enron Wind Indian Mesa I LLC, Enron Wind Indian
Mesa II, AEP Indian Mesa LP, LLC, and AEP Indian Mesa GP, LLC.

In consideration for the transfer of partnership interests, Mr.
Rosen states, Enron Wind, directly and indirectly through Enron
Wind Development Corporation, Enron Wind Indian Mesa I, Enron
Wind Indian Mesa II and Enron Wind Constructors Corporation,
shall receive an aggregate purchase price of $175,000,000,
comprised of:

    (x) Pursuant to Section 3.2(b) of the Agreement, Enron Wind
        Development Corporation, Enron Wind Indian Mesa I, and
        Enron Wind Indian Mesa II shall receive $153,300,000,
        subject to certain holdbacks;

    (y) Up to $3,700,000 to be paid to Enron Wind Development
        Corporation, Enron Wind Indian Mesa I, Enron Wind Indian
        Mesa II over a four-year period if grid curtailment of
        the Facilities does not exceed 275,000 megawatt hours
        during such period; and

    (z) $18,000,000 - the Warranty Deferral Purchase Price - to
        be paid to Enron Wind Constructors Corporation under the
        related Windsystem Warranty Agreement, at the end of
        five years following the closing date, to the extent not
        otherwise used for repair obligations.

In connection with the sale, Mr. Rosen tells the Court that
Enron Wind, through Enron Wind Constructors Corporation, will
provide a parts and performance warranty pursuant to the
Windsystem Warranty and Punchlist Completion Agreement for the
wind turbines at the Facilities.  Specifically, Mr. Rosen
explains, the Windsystem Warranty Agreement provides that, in
the event that Enron Wind Constructors Corporation fails to
perform any of its warranty or other obligations during the
warranty term, American Electric Power will have the right to
perform such obligations itself and reduce the Warranty Deferred
Purchase Price by the costs incurred by American Electric Power
to perform such obligations.

According to Mr. Rosen, the purchase price is subject to certain
other adjustments to reflect the proration of revenues earned
and certain project costs and expenses incurred prior to the
closing date.  "The Agreement also contains customary
representations, warranties and indemnities for a transaction of
this type, none of which are being given by any of the Debtors,"
Mr. Rosen informs Judge Gonzalez.

Convinced that the Agreement is fair and reasonable, Judge
Gonzalez approves the sale of the Assets and the terms and
conditions of the Agreement, including, without limitation, the
closing of the transaction on or before December 31, 2001.

Mr. Rosen expounds on the "good, sufficient and sound business
purposes" that justify the transaction.

First, Mr. Rosen relates, Enron Wind's business strategy is to
develop and construct wind power facilities, including those for
sale. In this case, Mr. Rosen notes, Enron Wind never intended
to retain the Facilities.  "Instead, Enron Wind's business plan
always contemplated their sale and that is why the negotiations
were commenced over seven months ago," Mr. Rosen points out.
Besides, Mr. Rosen observes, the Facilities are not integral or
even contemplated to be part of the Debtors' reorganization
process.

Second, Mr. Rosen continues, Enron Wind and its subsidiaries
must complete the sale of the Facilities prior to the end of
2001 in order to maximize its value because the after-tax rate
return for wind power projects in the United States is heavily
dependent upon certain depreciation deductions, tax credits and
other tax attributes of the project.  "Thus, a delay of the
project sale into the 2002 calendar year will cause a
prospective purchaser to lose depreciation deductions for 2001,"
Mr. Rosen explains.  Even though the deductions would be
postponed into 2002, Mr. Rosen asserts that the deferral will
result in a reduction of approximately $6,000,000 in the net
present value of the Facilities, which would result in a similar
reduction in the sale price.

In addition, Mr. Rosen makes it clear that the value of the
Facilities will suffer an additional loss of approximately
$1,000,000 per month due to the inability of Wind and its
affiliates to use the federal production tax credits (Section 45
of the Internal Revenue Code) created by the Facilities.  "These
tax credits are generated over a 10-year period following the
installation of a wind turbine and can only be used by the owner
of the wind turbines at the time which the tax credits are
earned," Mr. Rosen emphasizes.  Since the Facilities commenced
operation during December 2001, Mr. Rosen says, the 10-year
period to produce production tax credits has begun and any delay
in the sale will result in fewer tax credits for the purchaser.
Consequently, Mr. Rosen adds, any delay in the sale will result
in a lower purchase price for the Facilities.

Moreover, Mr. Rosen tells the Court, American Electric Power is
the only buyer who can purchase this asset prior to yearend and
avoid the loss of value because it applied for and received, on
November 19, 2001, the Hart-Scott-Rodino clearance for this
transaction.

Based on the Debtors' arguments, Judge Gonzalez agrees that the
sale of the Assets to American Electric Power should push
through.

In the event that any proceeds derived from the sale of the
Assets are allocable, or paid as a dividend, to any Debtor, or
used to repay any inter-company advances from any Debtor, Judge
Gonzalez emphasizes that such proceeds shall be paid to or
escrowed for the benefit of the lenders under the Debtors' post-
petition credit facility.

Upon consummation of the transaction contemplated by the
Agreement, the Court rules that Enron Wind Development
Corporation shall:

    (a)  (i) satisfy all direct obligations associated with the
             sale of the Assets or the construction of the
             Facilities, including, without limitation,
             discharge indebtedness associated with the Assets
             or the construction of the Facilities, and

        (ii) account for the reserve of future obligations and
             purchase price holdbacks in accordance with the
             Agreement and the Windsystem Warranty Agreement,

        which payments and reserves referred in clauses (i) and
        (ii) shall not, in the aggregate, exceed $74,000,000.

    (b) repay $25,000,000, or such lesser amount, as may have
        been loaned by Enron to Enron Wind and Enron Wind
        Development Corporation subsequent to December 2, 2001
        in connection with the completion of the Facilities, and

    (c) deposit and hold in a separate account no less than
        $66,000,000 of the sale proceeds until the earlier to
        occur of:

          (i) the consent by the Creditors' Committee to the
              release of such proceeds to satisfy, among other
              things, the working capital needs of Wind and its
              direct and indirect subsidiaries, and

         (ii) further order of the Court, which order shall be
              entered, upon notice and a hearing, no earlier
              than January 15, 2002.

Provided, however, Judge Gonzalez continues, that upon
satisfaction of certain obligations associated with the
completion of the Facilities and the release of materialmen's
and mechanic's liens in connection therewith, the amounts to be
deposited in accordance with clause (c) shall be increased by
the amounts so released to Enron Wind Development Corporation.
(Enron Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Wholesale Trading Auction Proceeding as Planned
-----------------------------------------------------------
Enron (NYSE: ENE) announced that the auction of its wholesale
trading operation is continuing as scheduled.

"Since the sealed bids were received on Monday, we have been
negotiating with the parties," said Enron Chief Financial
Officer Jeff McMahon. "These discussions are expected to
continue into the night. We hope to have a conclusion Friday
morning, which would be announced when Enron plans to make
a recommendation to the Bankruptcy Court."

The Enron Creditors' Committee is participating in the auction
process. "We are gratified by the interest from numerous parties
in participating in the auction, and we are working to achieve
an outcome that will be favorable to Enron stake holders and
employees," McMahon said. "We will continue to work diligently
on all fronts to build the new Enron."

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


ENRON: Eco-Tankship Opposes Wholesale Trading Business Sale
-----------------------------------------------------------
Alexander Schizas, CEO of South Carolina based Eco-Tankship,
said that attorneys on their behalf filed the opposition to
the sale of Enron's wholesale trading business on Tuesday.

"I believe that we made our best efforts to clarify our concerns
based on our letters and faxes to the counsel for the debtors in
possession, the creditors committee and the US trustee's office.
With the exception of a phone conversation with Mary Tom, the
assistant US Trustee, our communication has not been responded
to," Schizas said.

"We are attempting to protect what we believe to be our
proprietary right to the trading of liquefied natural gas (LNG)
via the Internet.

"We have filed a utility patent application in order to protect
the trading and have expended time, efforts and resources
surrounding the launch of our LNGHUB.COM exchange," said
Schizas.

"The global market for LNG use is growing at a rapid pace as
feedstock for power generation the world over. We believe that
the utilization of this environmentally sensitive fuel makes
absolute sense and offers the global energy community the
opportunity to monetize stranded gas reserves.

"LNG is natural gas that is cleaned and cooled to -260F, which
condenses the natural gas to liquid form. It is then shipped on
specialty tankers for sale in the global energy markets.

"Once arriving at the receiving port, the LNG is heated,
regasified and sent for either direct power generation in heavy
manufacturing or to power plants.

"We have already seen LNG shipped from the Middle East to the US
with cargoes arriving from as far as Indonesia.

"One of the developing projects is in the former Soviet Union on
Sakhalin Island. The gas supplied for liquefaction is from
estimated reserves of over 400 trillion cubic feet.

"In light of the scanty information provided in Enron's sale
motion and the proposed sale terms, we believe it is impossible
for us to determine precisely which assets the debtor seeks to
sell and whether those assets affect or impair our LNG
proprietary interests."


EXODUS COMMUNICATIONS: Retains KPMG LLP as Accountant
-----------------------------------------------------
Exodus Communications, Inc. seeks the Court's permission to
retain and employ KPMG LLP, the United States member firm of
KPMG International, nunc pro tunc to the Petition Date, as their
accountant and restructuring advisor.

Adam W. Wegner, the Debtors Adviser for Corporate and Legal
Affairs, relates that KPMG LLP is a firm of independent public
accountants, which offers a broad spectrum of accounting, tax
and advisory services. The Debtors have selected KPMG LLP to
provide accounting and financial advisory services because of
the firm's diverse experience and extensive knowledge in the
fields of accounting financial restructuring and reorganization.

According to Mr. Wegner, since 1996, KPMG LLP has served and
continues to serve as accountants to the Debtors. By virtue of
its prior engagement, KPMG LLP is familiar with the books,
records, financial information and other data maintained by the
Debtors and is well qualified to continue to provide accounting
and restructuring advisory services to the Debtors. As such,
retaining KPMG LLP is the most efficient and cost-effective
manner in which to obtain the requisite services.

During the reorganization period, Mr. Wegner explains that the
Debtors will require assistance in collecting, analyzing and
presenting accounting, financial and other information in
relation to the restructuring and chapter 11 proceedings. KPMG
LLP has considerable experience with rendering such services to
debtors and other parties in numerous chapter 11 cases and as
such, is qualified to perform the work required in these cases.

Subject to the approval of the Court, KPMG LLP will render
accounting, audit and review services to the Debtors, including:

A. Audit and review examinations of the financial statements of
       the Debtors as may be required from time to time;

B. Analysis of accounting issues and advice to the Debtors'
       management regarding the proper accounting treatment of
       events;

C. Assistance in the preparation and filing of the Debtors'
       financial statements and disclosure documents required by
       the SEC;

D. Assistance in the preparation and filing of the Debtors'
       registration statements required by the SEC in relation
       to debt and equity offerings; and

E. Performance of other accounting services for the Debtors as
       may be necessary or desirable.

In addition, KPMG LLP will provide financial and restructuring
advisory services, including:

A. Assistance, as required, in the preparation and review of
       reports or filings as required by the Bankruptcy Court
       for the District of Delaware or the U.S. Trustee,
       including Schedules of Assets and Liabilities, Statement
       of Financial Affairs and monthly operating reports;

B. Review of and assistance in the preparation of financial
       information for distribution to creditors and other
       parties in interest, including analyses of cash receipts
       and disbursements, financial statement items and proposed
       transactions for which Court approval is sought;

C. Assistance with analysis, tracking and reporting regarding
       cash collateral and any debtor-in-possession financing
       arrangements and budgets;

D. Assistance with implementation of bankruptcy accounting
       procedures as required by the Bankruptcy Code and
       generally accepted accounting principles;

E. Evaluation of potential employee retention and severance
       plans;

F. Assistance with identifying and analyzing potential cost
       containment opportunities;

G. Assistance with identifying and analyzing asset redeployment
       opportunities;

H. Analysis of assumption and rejection issues regarding
       executory contracts and leases, including the preparation
       of damage calculations arising therefrom;

I. Assistance in preparing business plans and analyzing the
       business and financial condition of the Debtors;

J. Assistance in evaluating reorganization strategy and
       alternatives available to the Debtors;

K. Review and critique of the Debtors' financial projections and
       assumptions;

L. Preparation of liquidation analysis valuations;

M. Assistance in preparing documents necessary for confirmation,
       including financial and other information contained in
       the plan of reorganization and disclosure statement;

N. Advice and assistance to the Debtors in negotiations and
       meetings with secured lenders, bondholders, creditors and
       any official creditors' or equity committees;

O. Advice and assistance on the tax consequences of proposed
       plans of reorganization, including assistance in the
       preparation of IRS ruling requests regarding the future
       tax consequences of alternative reorganization
       structures;

P. Assistance with claims resolution procedures, including
       analysis of creditors' claims by type and entity and
       maintenance of a claims database;

Q. Litigation consulting services and expert witness testimony
       regarding avoidance actions or other matters; and

R. Other such functions as requested by the Debtors or its
       counsel to assist the Debtors in its business and
       reorganization.

Jeffrey R. Truitt, a member of the firm KPMG LLP, informs the
Court that the Firm's requested compensation for professional
services rendered to the Debtors will be calculated by
multiplying the number of hours actually expended by each
assigned staff member by such professional's hourly billing
rate. The current hourly rates for KPMG LLP's professionals are:

      Accounting, Audit & Review:

           Partner                     $595
           Senior Manager              $540
           Manager                     $450
           Senior Associate            $330
           Associate                   $200
           Paraprofessional/Intern     $110

      Financial/Restructuring Advisory:

           Partner/Principal          $510 - $570
           Director                   $420 - $480
           Manager                    $330 - $390
           Senior Associate           $240 - $300
           Associate                  $150 - $210
           Paraprofessional           $120

Mr. Truitt states that KPMG LLP will apply a 20% discount to its
fees for accounting, audit and review services while the hourly
rates for restructuring while financial advisory services
represent customary hourly rates, which will not be discounted.
KPMG LLP also will seek reimbursement for necessary expenses,
which shall include travel, photocopying, delivery service,
postage, vendor charges and other out-of-pocket expenses
incurred in providing professional services.

For the year prior to the Petition Date, Mr. Truitt submits that
the Debtors paid KPMG LLP approximately $3,083,000 for
accounting, auditing, tax and consulting services. In addition,
the Debtors have provided KPMG LLP with a $350,000 retainer,
approximately $7,500 of which has been applied to fees and
expenses incurred by KPMG LLP prior to the Petition Date. Any
amounts from the Retainer in excess of fees and expenses
incurred before the Petition Date will be held by KPMG LLP as a
retainer against post-petition fees and expenses that are
allowed by the Court.

Mr. Truitt assures the Court that KPMG LLP does not hold or
represent an interest adverse to the estates that would impair
KPMG LLP's ability to perform professional services objectively
for the Debtors but the Firm has rendered services with several
parties-in-interests in these cases in unrelated matters,
including:

A. Major Bondholders - Aegon USA Investment Management, Inc.

B. Indenture Trustees - Chase Manhattan Bank & Trust Company and
       HSBC Bank USA.

C. Major Secured Creditors - Bank of Tokyo Mitsubishi, Barclays
       Bank Plc, Fuji Bank Ltd., Lehman Bros. Bank FSB, Silicon
       Valley Bank, Transamerica Lending & Leasing Inc., and
       Wells Fargo Bank.

D. Debtors Major Trade Creditors - Akamai Technologies Inc.,
       AT&T, Cable & Wireless, Devcon Construction, EMC 2
       Corporation, Equity Office Wyman Street, GE Access,
       Global Crossing, Marsh & McLennan Companies Inc., and
       Nova Corporation.

E. Major Lessors - Amdahl Corp., Caleast Industrial Investor,
       Cisco Systems, F5 Networks, Main St. LLC, S3 Inc., and
       Sun Microsystems.

F. Professionals - Baker & McKenzie, Brown Rudnick Freed &
       Gesner, Debevoise & Plimpton, Deloitte & Touche, Latham &
       Watkins, Long Aldridge & Norman LLP, Morrison & Forester
       LLP, Orrick Herrington & Sutcliffe LLP, Pricewaterhouse
       Coopers, Robins Kaplan Miller & Ciresi, Snell & Wilmer
       LLP, Wachtell Lipton Rosen & Katz, Bingham Dana LLP,
       Brobeck Phleger & Harrison LLP, Fenwick & West LLP,
       Lazard Freres & Co. LLP, Skadden Arps Slate Meagher &
       Flom LLP, and Pachulski Stang Ziehl Young & Jones.

(Exodus Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Claimants Seek Okay To Retain Caplin As Counsel
--------------------------------------------------------------
The Official Committee of Asbestos Claimants in Federal-Mogul
Corporation's chapter 11 case seeks entry of an order, nunc pro
tunc to November 13, 2001, authorizing it to retain the law firm
Caplin & Drysdale as national counsel and approving Professor
Elizabeth Warren's empoloyment as a special bankruptcy
consultant to Caplin & Drysdale.

Specifically, Caplin & Drysdale will be:

A. assisting and advising the Committee in its consultations
       with the Debtors and other committees relative to the
       overall administration of the estates;

B. representing the Committee at hearings to be held before the
       Court and communicating with the Committee regarding the
       matters heard and issues raised as well as the decisions
       and considerations of the Court;

C. assisting and advising the Committee in its examination and
       analysis of Debtors' conduct and financial affairs;

D. reviewing and analyzing all applications, orders, operating
       reports, schedules and statement of affairs filed and to
       be filed with this Court by Debtors or other interested
       parties in this case; advising the Committee as to the
       necessity and propriety of the foregoing and their impact
       upon the rights of asbestos-health related claimants, and
       upon the case generally; and, after consultation with and
       approval of the Committee or its designee(s), consenting
       to appropriate orders on its behalf or otherwise
       objecting thereto;

E. Assisting the Committee in preparing appropriate legal
       pleadings and proposed orders as may be required in
       support of positions taken by the Committee and preparing
       witnesses and reviewing documents relevant thereto;

F. coordinating the receipt and dissemination of information
       prepared by and received from Debtors' independent
       certified accountants or other professionals retained by
       it as well as such information as may be received from
       independent professionals engaged by the Committee and
       other committees, as applicable;

G. assisting the Committee in the solicitation and filing with
       the Court of acceptances or rejections of any proposed
       plan or plans of reorganization;

H. assisting and advising the Committee with regard to
       communications to the asbestos-related claimants
       regarding the Committee's efforts, progress and
       recommendations with respect to matters arising in the
       case as well as any proposed plan of reorganization; and

I. assisting the Committee generally by providing such other
       services as may be in the best interest of the creditors
       represented by the Committee.

Committee Chair Colette Margaret Platt tells the Court that the
Official Committee of Asbestos Claimants believes Caplin &
Drysdale has a wealth of experience -- serving as national
counsel to the Claimants' Committees appointed in each of the
other Delaware Asbestos Bankruptcy Cases -- and that the Firm
possesses substantial and well-known expertise in all areas of
general commercial practice.

Elihu Inselbuch, Esq., a member of the firm of Caplin &
Drysdale, tells the Court that among chapter 11 cases in which
the firm is currently representing committees of asbestos-
related litigants and/or creditors are the Babcock and Wilcox
Company, Owens Corning Corporation, Pittsburgh Corning Corp.,
Armstrong World Industries Inc., Burns & Roe Enterprises Inc.,
G-1 Holdings Inc., Grace & Co. and United States Gypsum Corp.
proceedings.

Mr. Inselbuch submits that Caplin & Drysdale has conducted a
conflicts check against parties-in-interests in these cases, and
has determined that it currently represents, formerly
represented these entities in tax matters unrelated to these
cases:

A. Current Representation: General Electric Company

B. Former Representations: Bank of New York and State Street
   Bank and Trust.

C. Affiliated of Current Clients: Cummins Corporation

Regarding the employment of Prof. Warren, the Committee
anticipates the Prof. Warren will provide very limited services
not to exceed 10 hours per month in these cases. Mr. Inselbuch
relates that she will work with Caplin & Drysdale as a
consultant, providing advice and guidance to the Committee
though that firm in these and 8 other asbestos-related
bankruptcy cases in which Caplin & Drysdale is presently counsel
to committees representing asbestos personal injury claimants,
including cases that have been assigned and consolidated under
the Court. Further, Prof. Warren will focus her efforts in
assisting Caplin & Drysdale on the plan of reorganization
process and, although she will not be involved in the day-to-day
administration of the bankruptcy, may be consulted by Caplin &
Drysdale on other technical issues that may arise in the course
of the case. Prof. Warren is a distinguished academician with
extensive experience and numerous publication in the field of
bankruptcy law.

Subject to the Court's approval, the Committee requests that
Caplin & Drysdale be compensated on an hourly basis plus
reimbursed for the actual necessary expenses that it occurs. The
current hourly rates applicable to the attorneys and paralegals
proposed to represent the Committee are:

      Elihu Inselbuch               $630
      Peter Van N. Lockwood         $500
      Walter B. Slocombe            $475
      Julie W. Davis                $365
      Trevor W. Swett, III          $360
      Nathan D. Finch               $290
      Rita C. Tobin                 $265
      Kimberly N. Brown             $265
      Beth Heleman                  $210
      Robert C. Spohn (paralegal)   $135
      Elyssa J. Strug (paralegal)   $125
      Stacie Evans (paralegal)      $115

The Committee further requests that Prof. Warren be compensated
at an hourly basis at the rate of $675 per hour.

(Federal-Mogul Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Asks For More Time to Act on Unexpired Leases
----------------------------------------------------------------
Fruit of the Loom, Ltd. is lessor or lessee under a number of
unexpired real property leases, approximately 29 of which have
been identified that it has not moved to assume or reject. The
leases relate to Fruit of the Loom's corporate offices, various
manufacturing, distribution, and other facilities.  Since the
Petition Date, the leases have not expired. Thus, each of the
leases is an unexpired lease subject to assumption, assumption
and assignment, or rejection under Section 365. Luc A. Despins,
Esq., at Milbank, Tweed, Hadley & McCloy, asks Judge Walsh for
more time to act on these leases, specifically until June 30,
2002.

Throughout these chapter 11 cases, Fruit of the Loom has been
evaluating every aspect of its business, including the leases to
determine the potential consequences of assuming, assuming and
assigning, or rejecting them. As a result of its ongoing review,
Fruit of the Loom has either assumed or assumed and assigned
certain leases. This evaluation is substantially complete.
However, before intelligently deciding whether to assume, assume
and assign, or reject each of the leases in the overall context
of Fruit of the Loom's business plan, it is essential to review
how the Leases interact with the transactions which may result
from its proposed asset sale.

In addition, a Plan cannot be confirmed for some time, making
additional time required so that Fruit of the Loom neither
foregoes valuable assets nor incurs unnecessary administrative
lease expense.

Without a further extension of time to consider treatment of the
Leases, Fruit of the Loom risks prematurely and improvidently
assuming burdensome leases. This may create large uncapped
potential administrative claims against Fruit of the Loom's
estates.

Mr. Despins asks Judge Walsh that the current extension be
without prejudice to the right of any Fruit of the Loom entity
to seek additional extension(s) of time to assume, assume and
assign, or reject, the Leases.  He also states that at the
hearing to consider this motion, which is scheduled for February
1, 2002, Fruit of the Loom will provide evidence to support the
extension.

According to Del. Bankr. L.R. 9006-2, because this motion was
filed before the expiration of the deadline to assume, assume
and assign, or reject all unexpired Leases, the time to do so is
extended through the hearing of this motion.

An exhibit attached to the filing lists the parties subject to
lease agreements with Fruit of the Loom as of December 27, 2001.  
They are as follows:

      Counterparty
      ------------
      SH&S Partnership
      Nadelia Oswalt Mitchell
      City of Vidalia
      City of Frankfort
      Jitney Jungle Stores of America
      Rollins Leasing Co.
      BG-Warren County Regional Airport Board
      Linda B. Thomas, Esq.
      Renshaw & Renshaw Management Group
      IDB of the City of Aliceville
      IDB of the City of Fayette
      IDB of Cherokee County
      IDB of the City of Jacksonville, Alabama
      City of Winfield
      Development Authority of Rabun County (2)
      County of Warren
      City of Jamestown
      Parish of St. Martin
      Town of Jeanrette
      IRD Mechanalysis Inc. (2)
      Westlake Development
      Charles Fortino, Esq.
      Mori Building Co.
      Aracua Inc.

(Fruit of the Loom Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


GLOBAL TELESYSTEMS: Court Okays Amended Disclosure Statement
------------------------------------------------------------
Global TeleSystems, Inc. announced that the United States
Bankruptcy Court in Wilmington, Delaware approved its amended
Disclosure Statement, which sets forth the terms of its, and its
Global TeleSystems Europe BV (GTS Europe) subsidiary's, proposed
restructuring and sale to KPNQwest (NASDAQ: KQIP). The Company
plans to distribute the United States Plan and associated
ballots to the parties entitled to vote on the Plan within the
next week. Ballots are to be returned to the Company by February
13, 2002, and a hearing to confirm the Plan will be held on
February 20, 2002. The record date for voting on the Plan is
January 9, 2002.

Pursuant to an Order by the Dutch Bankruptcy Court reviewing the
filing there of the related restructuring Plan by GTS Europe, a
meeting amongst the parties authorized to vote on that Plan will
be held in Amsterdam on February 25, 2002 to solicit and accept
those votes; and a hearing before the Dutch court to confirm the
Dutch Plan will be held as soon as possible thereafter. The
record date for voting on the Dutch Plan is also January 9,
2002.

Pursuant to an earlier order by the Delaware Court, the Company
was required to accept and review acquisition offers from
parties other than KPNQwest that met specified criteria and that
were submitted to the Company by January 7, 2002. While the
Company discussed the terms of proposed offers from numerous
parties, no competing offer was received that met these
criteria.

GTS is the parent company of Ebone, the original and most
experienced broadband optical and IP networking company in
Europe, and GTS Central Europe, one of the leading providers of
voice and data services across the region. Ebone's fibre optic
network extends more than 25,000 kilometers to nearly every
major European city. Ebone also operates one of Europe's
leading IP networks. With operations in North America and in 50
European cities, Ebone delivers tailored networking services to
telecommunication carriers, service providers and large European
enterprises with intensive data requirements. GTS Central Europe
has operations in the Czech Republic, Slovakia, Poland, Hungary
and Romania. On 19 October 2001, GTS announced that it had
signed a definitive share purchase agreement under which
KPNQwest (NASDAQ and ASE: KQIP) has agreed to acquire, under
the terms and conditions in the agreement and subject to normal
regulatory approvals, the business of Ebone and GTS Central
Europe. For further information, visit http://www.gts.comor  
http://www.ebone.com


HAYES LEMMERZ: Seeks Court's Approval of Wheland Agreements
-----------------------------------------------------------
Hayes Lemmerz International, Inc. seeks approval of certain
agreements with North American Royalties, Inc., Wheland Holding
Company, Inc., Wheland Manufacturing Company, Inc. and Wheland
Foundry, LLC, to ensure the continued supply of products
necessary to keep the Debtors' Automotive Brake and Commercial
Highway divisions operating. Additionally, the Debtors have
inked an agreement with Wheland that:

A. resolves certain outstanding product pricing issues between
   Debtors and Wheland,

B. provides for the payment of all pre-petition amounts owed to
   Wheland,

C. provides to Hayes an option to purchase a Wheland production
   facility that is crucial to the Debtors' operations, but
   may otherwise be shut down by Wheland after February 2002
   if not purchased by Debtors, and

D. provides for mutual releases among the parties, including
   releases of any avoidance actions that the Debtors might
   otherwise assert against Wheland.

According to Mark S. Chehi, Esq., at Skadden Arp Slate Meagher &
Flom LLP in Wilmington, Delaware, Wheland is a major producer of
cast-iron brake and other automotive components and served as a
reliable supplier to Debtors through 1998, when Wheland began
experiencing financial and operational difficulties. In the
summer of 2001, Wheland refinanced its debt structure and
notified Debtors that its financial situation was stable but
nevertheless, Wheland filed for Chapter 11 protection on
November 7, 2001.

Historically, Mr. Chehi states that the Debtors' Automotive
Brake Division and Commercial Highway Division relied on Wheland
as a sole source vendor of several critical automotive component
products on the basis of Wheland's pricing, capacity and
performance. Wheland has produced approximately 70% of the
castings required by Automotive Brake Division and has produced
all of the light weight drums needed by Commercial Highway
Division. These divisions have generated revenues of
approximately $110,000,000 from products partially sourced from
Wheland, and it is projected that these divisions will
contribute significantly to the Debtors' earnings in 2001 and
future years.

Although Hayes has for some time sought to reduce its dependence
on Wheland by resourcing products from other vendors, as of
November 7, 2001, Mr. Chehi tells the Court that Wheland was the
sole source provider for all of the Commercial Highway
Division's centrifuse drums, and also supplied over 25 different
production parts and 16 service parts for Hayes' Automotive
Brake Division. Over the past several months, Hayes' Automotive
Brake Division has resourced approximately 29% of the products
it obtains from Wheland but cannot resource the remaining
Wheland products for at least another three months.

Shortly after Wheland's bankruptcy filing on November 7, 2001,
Mr. Chehi relates that Wheland notified the Debtors that it
intended to sell or discontinue operations at Wheland foundries
that produce automotive component products critically needed by
the Debtors' Automotive Brake and Commercial Highway Divisions.
According to Wheland, it is operating such facilities at a loss,
and cannot continue producing automotive components needed by
the Debtors unless agreements are reached that provide financial
incentives to Wheland to continue operating its foundries to
produce components needed by the Debtors. Wheland has requested
increased prices for the components it produces, reductions in
output produced for the Debtors, and payment by the Debtors of
all amounts owed to Wheland by Debtors. Wheland has informed the
Debtors that unless the Debtors promptly seek approval of the
Agreement not later than January 15, 2002, Wheland will
discontinue operations needed to produce components required by
the Debtors and their customers.

In response to Wheland's demands, Mr. Chehi informs the Court
that Debtors undertook an internal analysis of the
practicalities of resourcing to other vendors' production of the
components currently produced by Wheland. This analysis
concluded that Hayes' Automotive Brake Division will not be able
to completely resource all of Wheland's products before March
2002 because resourcing Wheland's products requires new tooling
for each new foundry, which typically takes six to eight weeks
to manufacture, as well as functional and performance
qualification testing by Hayes and its customers, which takes
approximately two weeks per product to complete. Despite these
limitations, the Debtors have determined to initiate such
resourcing with the first components being resourced starting in
early January and expects that all Wheland components for the
Automotive Brake Division will be resourced by the middle of
March 2002.

However, the Debtors have concluded that such a short-term
resourcing option does not exist for the centrifuse drums
produced by Wheland for the Debtors' Commercial Highway Division
because Wheland produces all of this division's centrifuse drums
using a proprietary process and unique equipment owned by the
Debtors. The Debtors have estimated that moving such equipment
to a Hayes facility would cost $4,000,000-$6,000,000 and require
6-9 months to accomplish, depending on site preparation work
needed at new production sites. Moreover, Mr. Chehi points out
that because most of the unique equipment used in the production
of centrifuge drums is well over 50 years old, the feasibility
of moving this equipment is doubtful. Replacing such equipment
would also require an investment of over $10,000,000 and the
replacement facility would take 9-12 months to build.

The Debtors believe that the foregoing options for resourcing
production of centrifuge drums for the Commercial Highway
Division are effectively impractical because the Debtors cannot
build ample centrifuse drum inventory to cover six to twelve
months of customer requirements during the period when existing
old equipment is moved and reinstalled at an alternative
facility or replaced with new equipment. Accordingly, the
Debtors have concluded that purchasing the Wheland foundry
appears to be the only viable option available to avoid a
shutdown of the Debtors' Commercial Highway Division.

If Wheland were to cease producing and supplying automotive
component products needed by Hayes' Automotive Brake and
Commercial Highway Divisions, Mr. Chehi believes that the
results would be catastrophic for both the Debtors and the
automotive industry generally because most of the Debtors'
Automotive Brake and Commercial Highway customer operations
would be shut down within days. These shutdowns likely would
last at least 3 weeks to the extent needed components could be
resourced by Debtors in January 2002 and could last up to two
months for some customers. As a result, it is expected that
revenues in the Automotive Brake and Commercial Highway
divisions would immediately be reduced by nearly 70% and 25%,
respectively and that shutdown charges and damages claims
asserted against Debtors by its customers could be substantial.

Moreover, because many customers of the Automotive Brake and
Commercial Highway Divisions are the same customers for the
Debtors' other business divisions, Mr. Chehi fears that a
customer shutdown caused by Debtors' inability to procure
Wheland products will have negative ripple effects on the
Debtors' other divisions. In addition to significantly reducing
Debtor sales, a customer shutdown caused by any Hayes division's
inability to procure and produce components will significantly
impact Hayes' reputation and goodwill throughout the automotive
industry and thereby jeopardize the continued viability of the
Debtors' businesses as a whole. Mr. Chehi expects that
manufacturing shutdowns that will follow if Wheland stops
shipping components needed by the Debtors will severely threaten
or effectively eliminate their prospects for a successful
reorganization as their customers will likely seek alternative
vendors.

Recognizing the potential damage to the Debtors' businesses that
would result if Wheland were to discontinue and liquidate its
manufacturing facilities as threatened, the Debtors have
determined that it is in the best interests of their estates and
creditors to enter into agreements with Wheland that will ensure
the continued supply to Hayes of Wheland products needed to
continue the Debtors' Automotive Brake and Commercial Highway
operations. After several weeks of intense and continuous
negotiations the parties have determined to execute and seek
approval of the Agreement, under which, the parties have agreed
that:

A. Wheland will continue to manufacture certain products for the
   Debtors as more specifically set forth in the Agreement;

B. the Debtors will pay agreed upon prices for such products to
   compensate Wheland for its costs of manufacturing such
   products for the Debtors;

C. the Debtors will receive an option to purchase Wheland's
   centrifuse drum manufacturing facilities at any time within
   60 days after execution of the Agreement for a purchase
   price of approximately $4,100,000; and

D. the Debtors will pay by March 15, 2002 the approximately
   $2,800,000 owed to Wheland, substantially all of which
   represents Wheland's pre-petition claim against the
   Debtors, with the Debtors' obligation to pay the Receivable
   secured by two irrevocable letters of credit that Wheland
   may draw if such payment is not made by March 15, 2002.

The Agreement also provides that Wheland and Debtors shall
exchange mutual releases covering any and all existing and
future claims relating to any action or agreement arising prior
to the proposed Agreement. The Agreement also provides for
mutual releases by the parties of any avoidance action claims
they have or might assert against each other. No proposed
release, however, is intended to waive or release claims
relating to any party's breach of, or failure to abide by, the
terms of the proposed Agreement. (Hayes Lemmerz Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HI-RISE: Sells Assets and Considers Bankruptcy to Reorganize
------------------------------------------------------------
Hi-Rise Recycling Systems, Inc. (OTCBB:HIRI) sold its
Architectural Specified Services Division, excluding the
Canadian operations, to Wilkinson-Hi-Rise, LLC, a North Carolina
limited liability company, for an aggregate purchase price equal
to $15 million in cash plus the assumption by Wilkinson-Hi-Rise
of specified liabilities of the Architectural Division.

The transaction consisted of the sale of substantially all of
the assets of Wilkinson Company, IDC Systems, Acme Chute Company
and Kohlman Engineering, all wholly-owned subsidiaries of the
Company, together with the assignment of substantially all
contracts to which each of the subsidiaries was a party as well
as all sales-type leases relating to the Company's Hi-Rise
System. The Architectural Division is engaged primarily in the
business of manufacturing, installing and servicing sheet metal
fabrication products, including rubbish, linen and laundry
chutes, and recycling systems, including the Company's Hi-Rise
System, for the multi-story residential and commercial building
market.

The Company has retained its Solid Waste Division, which now
constitutes substantially all of the Company's business, and has
maintained its main headquarters in Miami, Florida.

The Company used the $15 million proceeds received from the sale
to decrease its existing debt obligation to its senior lender.

"We continue to make progress with our broad operational plan to
restructure the Company," said Jim Ashton, Acting Chief
Executive Officer. "However, the Company is still highly
leveraged and we will continue to aggressively search for
alternative methods for additional sources of capital, as well
as methods of reorganizing the Company's debt obligations which
could include the selling of some or all of the Company's assets
or the filing of voluntary bankruptcy proceedings as discussed
in our filings with the Securities and Exchange Commission."


HILTON HOTEL: Fitch Cuts Ratings & Says Outlook is Negative
-----------------------------------------------------------
Fitch has lowered the rating on Hilton Hotel Corporation's
(NYSE: HLT) senior unsecured notes and debentures to BB+ from
BBB-. In addition, the rating on HLT's senior subordinated notes
has been lowered to BB- from BB+ and commercial paper to B from
F3. The ratings have been removed from Rating Watch Negative,
where they were placed on September 18, 2001. The Rating
Outlook is Negative.

The downgrade reflects the reduced cash flow generated by HLT as
a result of the slowing economy, the events of September 11 and
high leverage for the rating category. In addition, cash flow
visibility to total debt has been weak for the rating category
and Fitch expects this trend to continue. While revenue per
available room (RevPAR) trends have shown meaningful improvement
since September 11th, business travel (nearly two-thirds of
HLT's business)has been dramatically reduced, leading to a
significant decline in both occupancy and room rates that could
extend throughout much of 2002. The Negative Rating Outlook
reflects the possibility that results could be weaker than
expected due to a prolonged recession and the current negative
operating environment.

HLT derives a majority of its EBITDA from hotels in the upper
scale segment of the market, with more than one-third coming
from its top ten hotels located in major metropolitan cities.
Declines in business travel have resulted in upper scale and
major metropolitan area hotels having significantly greater
RevPAR declines than the national average. Even with a gradual
economic recovery, Fitch expects RevPAR will recover slowly,
lagging behind economic improvement, with HLT only being able to
absorb a portion of the costs due to high operating leverage.

Fitch expects leverage will increase above 5.0 times and
interest coverage will decline below 3.0 times on a trailing
twelve month basis during the first half of 2002. However, as
comparisons become easier during the second half of 2002, credit
statistics should show improvement, toward levels more
appropriate for the rating category.

HLT has superior asset breadth in its domestic lodging business.
In addition, HLT has well-known brand names, which are enhanced
by its customer loyalty programs, strong hotel reservation
system and good geographic distribution. HLT has also
successfully integrated the 1999 Promus acquisitions, realizing
greater than expected synergies, and has improved brands through
cross selling initiatives. Moreover, HLT has been growing its
franchising business, providing a more stable fee income.

At December 31, 2001, revolver availability was $755 million.
Debt maturing in 2002 is $335 million (excluding Park Place
Entertainment debt) and $402 million in 2003, which includes
$390 million under the Hilton Hawaiian Village facility.


HMG WORLDWIDE: Lease Decision Deadline Extended To February 20
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the time by which HMG Worldwide Corporation and its
debtor-affiliates must decide whether to assume, assume and
assign, or reject their unexpired leases of nonresidential real
property through February 20, 2002.

HMG Worldwide Corporation engages primarily in identifying in-
store, retail-based marketing objectives of its clients and
integrating research, creative design, engineering, production,
package design and related services to provide point-of purchase
merchandising fixtures and display systems. The Company filed
for chapter 11 protection on October 23, 2001 in the U.S.
Bankruptcy Court for the Southern District of New York.
Ira L. Herman, Esq. at Robinson Silverman et al., represents the
Debtors in their restructuring effort. When the Company filed
for protection from its creditors, it listed total assets of
$34,542,000 and total debts of $61,946,000.


HOME HEALTH: Emerges From Chapter 11 Bankruptcy
-----------------------------------------------
Home Health Corporation of America, Inc. emerges from Chapter 11
protection following the confirmation of its Plan of
Reorganization by the U.S. Bankruptcy Court for the District of
Delaware. In conjunction with its emergence, HHCA also announced
that it has entered into an asset based revolving credit
facility of up to $4 million with Healthcare Business Credit
Corporation.

"We are glad to finally put the Chapter 11 proceedings behind
us," stated David S. Geller, President and Chief Executive
Officer of HHCA. "We emerge from bankruptcy a much stronger
company, focused exclusively on adult and pediatric nursing. Our
caregivers remain committed to our mission of providing the
highest levels of home care to our patients."

The Plan of Reorganization provides for HHCA's pre-petition
secured lenders to receive 100% of the common stock of the
reorganized company. Unsecured creditors will receive $600,000
plus potential recoveries of certain other claims. Pre-petition
common stockholders and other equity interests will not receive
any distribution under the Plan.

HHCA filed for Chapter 11 protection on February 18, 1999. Since
then, the Company exited unprofitable lines of business and
unprofitable geographic regions, sold its respiratory therapy
and home medical equipment business and reached a global
settlement with the Centers for Medicare and Medicaid Services
for overpayments related to the Company's Medicare Part A home
nursing business.

The Company is a leading provider of home nursing and related
patient services through 13 branch locations in Pennsylvania,
Delaware, Maryland and Florida.


HUNTSMAN INTERNATIONAL: S&P Affirms Low-B Ratings
-------------------------------------------------
Standard & Poor's affirmed its single-'B'-plus corporate credit
rating on Huntsman International Holdings LLC and its
subsidiary, Huntsman International LLC (formerly Huntsman ICI
Holdings LLC and Huntsman ICI Chemicals LLC, respectively). At
the same time, Standard & Poor's affirmed its single-'B'-minus
rating on Huntsman International LLC's senior subordinated notes
due 2009 and Huntsman International Holdings LLC's senior
discount notes due 2009. In addition, the single-'B'-plus senior
secured bank loan ratings for Huntsman International LLC are
affirmed. All ratings were removed from CreditWatch, where they
were placed May 21, 2001. The outlook is developing.

The rating actions follow the recent announcement that Imperial
Chemical Industries PLC, Britain's largest chemical maker, has
agreed to delay the sale of its minority interest in Huntsman
International Holdings until 2003. This development removes the
immediate concerns prompted by ICI's previous announcement that
it had exercised an option to put its shareholdings in the
company to Huntsman Specialty Corp., a subsidiary of Huntsman
Corp. ICI's proposed sale of its interest in Huntsman
International raised the risk that Huntsman Corp. could gain
greater control of Huntsman International, thereby strengthening
ties to Huntsman Corp.'s deteriorating financial profile. The
sale process also raised concerns that Huntsman management could
attempt to use debt capacity at Huntsman International to
purchase ICI's interest in the company or that another outside
party could purchase ICI's ownership in the company. Ultimately,
a sale of ICI's interest to another outside party would have to
provide sufficient rights to the new investors to ensure that
Huntsman International's credit quality is not harmed by
Huntsman Corp.'s financial challenges in order to preserve
credit quality.

The ratings on Huntsman International Holdings and its wholly
owned subsidiary, Huntsman International, reflect an aggressive
financial profile and some vulnerability to industry
cyclicality, which outweigh strong positions in several chemical
markets. The company generates annual sales of about $4.75
billion and has production capacity in North America, Western
Europe, Africa, and Asia. Credit quality is supported by an
average business profile. Key business attributes include:
significant end-market and geographic diversity, which mitigates
the adverse effects of industry cyclicality (particularly in the
petrochemicals segment); strong market shares in key product
lines; expertise in process technology and product development;
and large facilities with competitive production economics.

The business profile also benefits from favorable long-term
demand prospects for many of its products and solid positions in
attractive product groups. PO, TIO2, and polyurethanes are
businesses characterized by fewer players, significant barriers
to entry (including technological complexity and long-term
customer relationships), and more stable operating performance.
Still, recent operating results have reflected a number of
persistent challenges including lower volume and pricing in key
product areas including PO/MTBE, petrochemicals, and TIO2. These
conditions are expected to persist at least for the next couple
quarters, and will limit any opportunity to improve an already
subpar financial profile. In addition, the company recently
disclosed that the collateral pledged to support Huntsman
Corp.'s bank facilities could trigger change of control
provisions related to Huntsman International's subordinated debt
obligations. While this issue elevates near-term risk given the
challenges facing Huntsman Corp., Standard & Poor's does not
anticipate that this will result in an acceleration of Huntsman
International's debt obligations.

Credit statistics reflect an aggressive financial position, with
total debt to EBITDA near 6.5 times (including payment-in-kind
seller notes issued by Huntsman International Holdings) and
EBITDA interest coverage below 2x. Internal cash generation
during the intermediate term, however, should be in excess of
moderate working capital and capital spending needs, and will
provide for some modest debt reduction. However, debt reduction
will have to be balanced against future investment opportunities
by a management team that has a track record of expansion
through strategic acquisitions and capital investment aimed at
achieving operational improvements. The current ratings
incorporate expectations that key credit ratios will reflect
gradual improvement--EBITDA interest coverage and debt to EBITDA
should strengthen to about 2.5x and 4.5x, respectively, during
the next couple of years. Financial flexibility is constrained
by the heavy debt burden. Liquidity, however, is aided by a
manageable debt maturity schedule, the divisibility of assets,
and availability under the revolving credit facility.

                   Outlook: Developing

Stable business prospects should enable Huntsman International
to maintain credit quality until ownership interests are
resolved through ICI's eventual sale of its interests. A sale to
Huntsman Corp., following its pending debt restructuring, or to
another outside party could result in an affirmation or a
ratings change. Similarly, the possibility of an outright sale
of the entire business by the current owners could raise or
lower ratings, depending upon the credit quality of the buyer.


INFONET SERVICES: S&P Places BB Ratings On Watch Negative
---------------------------------------------------------
Standard & Poor's placed its double-'B' corporate credit and
senior secured bank loan ratings on Infonet Services Corp. on
CreditWatch with negative implications.

The CreditWatch placement follows the company's revised
financial guidance for the fiscal year ending March 31, 2002, as
well as its intent to repurchase up to $100 million of its
common stock over a two-year period. Infonet has indicated that
it expects its revenues to be about $645 million and its
operating cash flow to be about $70 million for fiscal 2002.
This level of financial performance is significantly lower than
that anticipated by Standard & Poor's.

Infonet's business has been adversely affected by delays in the
migration of the AT&T Unisource (AUCS) customers to Infonet's
own network platform under an agreement with AUCS. Moreover,
Infonet has cited application launch delays by customers and
aggressive price competition as reasons for the downward
revision in guidance. The company provides services in the
intensely competitive multinational long-distance communications
arena, and performance prospects for the company over the next
year remain relatively uncertain, given worldwide economic
pressures.

Infonet derives limited liquidity from cash balances, which
totaled about $500 million at September 30, 2001. Given the
limited degree of visibility regarding the business prospects
for the remainder of fiscal 2002 and for all of fiscal 2003, as
well as the potential for further decline in worldwide
economies, ratings for Infonet could be subject to a downgrade
of more than one notch, based on Standard & Poor's review of the
company's business execution prospects and financing
requirements.


INTEGRATED HEALTH: Litchfield Presses For Lease Payments
--------------------------------------------------------
Litchfield Investment Company, L.L.C., as successor-in-interest
to Litchfield Asset Management Corp., leases 41 long-term care
facilities and 2 retirement centers to Debtor IHS-Lester,
pursuant to a master transaction/lease agreement which
originated from certain Facilities Agreement entered by
Litchfield's predecessor, IHS-Lester and Integrated Health
Services, Inc., which was amended. The master lease is now
between Litchfield, as lessor, and IHS-Lester, as lessee.
Litchfield is the owner of the 43 Facilities. A single Guaranty
of the obligations under the Leases was executed by IHS which
owns 100% of the stock of IHS-Lester.

Litchfield previously filed its motion to compel assumption or
rejection of the lease, seeking expedition of the date by which
the Debtors were required to assume or reject the Leases. During
a hearing on the motion, the Court ordered that the parties
mediate their disputes. The parties then reached an agreement in
principle. In about mid November 2001, Litchfield was advised
that the Committee had allegedly rejected the terms and
conditions of the proposed business restructure set forth in the
September 25 letter agreement.

On December 7, 2001, the Debtors' counsel advised Litchfield
that if an agreement was not reached by December 20, the Debtors
would reject the Leases. On learning this, Litchfield wrote two
letters, dated December 11, 2001 and December 17, 2001
respectively, requesting information and documentation material
to the transition of the operations of the Facilities. At a
hearing on December 20, 2001, the Debtors announced in open
court that they were rejecting the Leases. Litchfield forwarded
a letter dated December 21, 2001 to Debtors' counsel asking the
Debtors, among other things, to commence transition and honor
their post-rejection obligations. Debtors denied these requests
by their letter dated December 24, 2001. On December 26, 2001,
the Court entered an order approving rejection of the leases.

In this motion, Litchfield asks the Court to compel the Debtors
to comply with certain of their contractual obligations under
the leases. Specifically, Litchfield complains that the Debtors
have failed to honor their monetary obligations under the Lease,
including obligations related to rent due and owing for the
post-petition, pre-rejection period of December 1, 2001 -
December 26, 2001. Litchfield also asks the Court to compel the
Debtors to assume and assign their Medicare Provider
Agreement(s) relating to the Facilities to Litchfield. Further,
Litchfield tells the Court that, as part of the transaction
between the parties, Litchfield granted to IHS-Lester a security
interest securing repayment of Refundable Lease Deposits under
the terms and conditions of the Leases. With the rejection of
the Leases (and ultimate termination of the right of possession
granted under the Leases), the Debtors have forfeited their
right to repayment of the Refundable Lease Deposits, and
Litchfield is no longer indebted to the Debtors in connection
therewith. As such, Litchfield requests that the Court enter an
order compelling the Debtors to execute UCC-3 forms
memorializing of record the Debtors' release of their security
interest in the Leased Property that secured repayment of the
Refundable Lease Deposits.

Litchfield draws the Court's attention to provisions in the
leases for cooperation, surrender of possession, operation of
the Properties so long as any portion of Litchfield's loan
remained unpaid, and maintenance of Reimbursement Contracts.

Litchfield argues that, notwithstanding the Debtors' rejection
of the Facilities Agreement and the Leases, they are obligated
to continue to honor their monetary obligations. Litchfield also
asserts that Third Circuit law requires the Debtors to perform
in accordance with the cooperation covenants in their agreements
with Litchfield, which remain in effect irrespective of the
rejection of such contracts. Numerous courts, including the
Third Circuit, have recognized that rejection "is equivalent to
a non-bankruptcy breach," Litchfield says, citing in re Columbia
Gas System, Inc. 50 F.3d 233, 239 (3rd Cir. 1995). Consistent
with this view, the Third Circuit has held that contractual
covenants may survive after rejection, Litchfield argues.

Litchfield tells the Court that without the benefit of the
provider agreement(s), unless and until Litchfield obtains a
license from the applicable state to operate the nursing homes
and state agencies inspect/survey each such nursing home, such
nursing home is not eligible for reimbursement under the
Medicare program and those numerous patients in these nursing
homes who rely on the Medicare program would be forced to
relocate to other facilities. On the other hand, assignment of
the provider agreement(s) to Litchfield would be of no harm or
cost to the Debtors and the bankruptcy estate. In the view of
Litchfield, the estate will suffer because in addition to the
post-petition claim that Litchfield believes it will accrue for
Debtors' failure to perform their post-rejection obligations,
patients are interested parties in these Facilities may also
accrue claims for interruption of their care. For these reasons,
Third Circuit law clearly mandates an order compelling the
Debtors to assume and assign the Medicare provider agreement(s),
Litchfield asserts. (Integrated Health Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


K2 DIGITAL: Now Owned By Integrated Information Systems
-------------------------------------------------------
On August 29, 2001, K2 Digital, Inc. completed the closing under
an agreement with Integrated Information Systems, Inc., a
Delaware corporation pursuant to which, among other things, IIS
purchased substantially all fixed and intangible assets of the
Company, including most of the Company's customer contracts,
furniture, fixtures, equipment and intellectual property, for an
aggregate purchase price of $444,000, of which $419,000 was paid
in cash and $25,000 of which was paid through the assumption by
IIS of capital lease obligations of the Company. IIS also
assumed certain deferred revenues and customer deposits.

Under the terms of the Purchase Agreement, IIS now occupies the
Company's premises and has assumed the Company's office lease
obligations. As part of the same transaction, IIS has also made
offers of employment to substantially all of the remaining
employees of the Company, all of which offers have been
accepted.

In addition to the purchase price and as consideration of the
Company's release of certain employees from the non-competition
restrictions contained in their agreements with the Company, the
Company received from IIS at closing a recruitment and placement
fee of $75,000. In addition, under the terms of the Purchase
Agreement, the Company is to receive from IIS an additional
placement fee of $7,500 per key employee and $2,500 per other
employee that remains employed by IIS through December 31, 2001.
This additional contingent placement fee is to be paid by IIS in
cash in five monthly installments beginning August 31, 2001, pro
rated monthly for the number of employees retained.

Under the Purchase Agreement, the Company also received from IIS
a cash fee of $50,000 in return for entering into certain non-
competition provisions contained in the Purchase Agreement,
which provide that the Company will not, for a period of five
years, (i) engage in any business of substantially the same
character as the business engaged in by the Company prior to the
transaction, (ii) solicit for employment any employee of IIS
(including former employees of the Company), or (iii) solicit
any client or customer of IIS (including any customer
transferred to IIS under the Purchase and Sale Agreement) to do
business with the Company.

The aggregate consideration delivered to the Company at closing
was $544,000, of which approximately $258,000 was paid directly
to K2 Holding LLC, an affiliate of SGI Graphics, LLC, the
Company's principal secured creditor, in order to release SGI's
security interest in the assets of the Company.

Subsequent to the sale of assets to IIS, the Company has been in
the process of liquidating assets, collecting accounts
receivable and paying creditors. The Company does not have any
ongoing operations or revenue sources beyond those assets not
purchased by IIS. The proceeds from the sale of assets plus
certain additional contingent payments from IIS, together with
assets not sold to IIS are expected to be sufficient to repay
substantially all of the liabilities of the Company. The Company
has entered into negotiations with certain creditors to settle
specific obligations for amounts less than reflected in the
Company's financial statements. If these negotiations are
unsuccessful, there will not be sufficient cash to repay all of
the obligations of the Company. General and administrative
expenses for continuing operations represent costs associated
with maintaining the public entity.

During the quarter ended September 30, 2001, the Company
recorded an impairment of investment securities of $1,328,047 in
the statement of operations. Such amount, which previously was
reflected in "other comprehensive loss" in the stockholders'
equity, has been charged to operations, as management believes
that the decline of $1,328,047 in value of such investment is
permanent.

The Board of Directors of the Company has determined that,
subject to shareholder approval, the best course of action for
the Company is to complete a business combination with a third
party with an existing business. Accordingly, on September 20,
2001 the Company signed a non-binding letter of intent with
First Step Distribution Network, Inc. detailing the general
terms and conditions for a business combination between the
Company and First Step pursuant to which the Company will
exchange newly issued shares of its common stock for all of the
issued and outstanding securities of First Step. Definitive
agreements, subject to the approval of the Board of Directors of
each of First Step and K2 and subject to the approval of the
shareholders of K2, are being prepared on the following general
terms and conditions. If the proposed combination is completed,
it is anticipated that the shareholders of First Step will
thereby acquire the majority of the issued and outstanding
voting common stock in the surviving entity. The transaction is
subject to the prior approval of the shareholders of the
Company. There can be no assurance that the proposed
transaction, or any other business combination, will be
completed.


LODGIAN: Employing Richard Cartoon as Chief Financial Officer
-------------------------------------------------------------
Lodgian, Inc., seeks the Court's permission to employ and retain
Richard Cartoon LLC (with services to be provided by Mr. Richard
Cartoon) as their Chief Financial Officer to perform the
necessary financial services that are incidental to the
administration of the Debtors' chapter 11 estates.

Adam C. Rogoff, Esq., at Cadwalader Wickersham & Taft in New
York, New York, relates that in his capacity as Chief Financial
Officer, Mr. Cartoon will work closely with the Debtors and
their legal counsel.  Prior to the Petition Date, Mr. Cartoon,
an experienced financial advisor and accountant, has been acting
as the Debtor's Chief Financial Officer, and, in such capacity,
performing all of the direct tasks automatically associated with
that senior financial officer position. He will continue to
perform such services post-petition, including, without
limitation, the coordination and review of all financial data
and reporting for the Debtors' business operations.

Mr. Rogoff maintains that the services of Mr. Cartoon, as Chief
Financial Officer to the Debtors are necessary in order to
enable the Debtors to execute their duties as debtors and
debtors in possession. The services to be rendered by Mr.
Cartoon are not intended to be duplicative in any manner with
the services performed and to be performed by any other party
retained by the Debtors. In addition, Mr. Cartoon and any other
party retained by the Debtors will undertake every reasonable
effort to avoid any duplication of their respective services.

Richard Cartoon, President of Richard Cartoon LLC, tells the
Court that he has significant experience in restructuring and
refinancing in and out of chapter 11 across a wide range of
industries. He also has extensive experience in company
evaluation, business plan development and general corporate
restructuring, and is well qualified to provide the Debtors with
accounting advice and services in connection with their chapter
11 cases. During the period from October 1989 through September
1999, Mr. Cartoon was a partner in the restructuring group of
Ernst and Young, a major national accounting firm. While a
partner at Ernst and Young, Mr. Cartoon acted as the chief
financial advisor to Servico, Inc. a hotel owner and management
group, throughout its chapter 11 proceedings, which successfully
emerged from chapter 11 in 1992 and subsequently merged with the
Impac group to form Lodgian, Inc. As a result of my involvement
with the Servico chapter 11 cases, Mr. Cartoon assures the Court
that he is familiar with the hospitality industry and with a
number of the existing properties of the Debtors. In September
1999, after my tenure at Ernst and Young, Mr. Cartoon formed his
own company, Richard Cartoon LLC, effective October 1, 1999, and
continued to provide restructuring services to companies,
creditors' committees and other parties-in-interest.

Mr. Cartoon relates that the Firm was retained on October 11,
2001 to perform financial advisory services to Lodgian, Inc. and
its subsidiaries. On November 13, 2001, the scope of the
engagement was changed and Richard Cartoon LLC was retained to
provide services to the Company customarily provided by the
office of the Chief Financial Officer. Mr. Cartoon was
designated to act as its representative to serve as the Chief
Financial Officer of the Company reporting to the Chief
Executive Officer subject to the terms and conditions set forth
in the Engagement Agreement.

Subject to approval of the Court, Richard Cartoon LLC intends to
charge for services rendered to the Debtors in these cases on,
substantially, the following terms:

A. A retainer of $25,000 will be held. Fees associated with
       services rendered will be offset against the retainer
       amount.

B. Richard Cartoon's services will be compensated at the hourly
       rate of $310 per hour. To the extent that RCLLC requires
       the assistance of staff employees, the fee charged for
       Senior Associates will be $250 per hour and the fee
       charged for Associates and Consultants will be $140.

Richard Cartoon informs the Court that the Firm will also seek
reimbursement of out-of-pocket expenses incurred in connection
with the Debtors' cases.

Prior to the Commencement Date, Mr. Cartoon relates that the
Firm received aggregate compensation of approximately $240,000
for services rendered and costs and expenses incurred in
providing services by its management and associates. On October
11, 2001, Richard Cartoon LLC received a $50,000 retainer from
Debtors for services to be rendered and expenses to be incurred
and this retainer approximated $50,000 as of the Commencement
Date.

Mr. Cartoon tells the Court that he does not have any connection
with the Debtors, their creditors, or any other party in
interest, or their respective attorneys and is a "disinterested
person", as defined in section 1107(b) of the Bankruptcy Code.

In engagements of this nature where we act as managers, Mr.
Cartoon says that it is their practice to receive
indemnification. Accordingly, in consideration of our agreement
to act on your behalf in connection with this engagement, the
Debtors agree to indemnify, hold harmless, and defend the firm
from and against all claims, liabilities, losses, damages and
reasonable expenses as they are incurred, including reasonable
lega1 fees and disbursements of counsel, and the costs of
professiona1 time, relating to or arising out of the engagement,
including any legal proceeding in which the Firm may be required
or agree to participate but in which are not a party to. Richard
Cartoon LLC's principals, employees and agents may, but are not
required to engage a single firm of separate counsel of our
choice in connection with any of the matters to which this
indemnification agreement relates. This indemnification
agreement does not apply to actions taken or omitted to be taken
by us in bad faith.

In addition, Richard Cartoon shall be deemed to be an officer of
the Company and shall be individually covered by the same
indemnification and directors' and officers' liabi1ity insurance
as is applicable to other officers of the Company. The Debtors
agree that it will use its best efforts to specifically include
and cover Richard Cartoon under the Company's policy for
directors' and officers' insurance. In the event that the
Company is unable to include Richard Cartoon under the Company's
policy or does not have first dollar coverage as outlined in the
preceding paragraph in effect for at least $10,000,000, it is
agreed that Richard Cartoon LLC will attempt to purchase a
separate directors' and officers' policy that will cover Richard
Cartoon only and that the cost of same shall be invoiced to the
Company as an out of pocket cash expense. If the Firm is unable
to purchase such directors' and officers' insurance, then we
reserve the right to terminate this agreement. (Lodgian
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LTV CORP: Cleveland-Cliffs Says Pay Now Or Lose Empire Mine
-----------------------------------------------------------
Cleveland-Cliffs Iron Company, speaking as the Manager of the
Empire Iron Mining Partnership, asks Judge Bodoh to compel The
LTV Corporation to (i) pay partnership defaults in the amount of
$8,350,360.00, and assume or reject the partnership agreements,
or in the alternative, that Judge Bodoh terminate the bankruptcy
stay to permit Cleveland-Cliffs, as Manager, to foreclose the
Partnership's security interest in the Debtors' partnership
interest.

                    The Mine Partnership

Michael P. Shuster, together with Lee D. Powar and Lawrence E.
Oscar, of the Cleveland firm of Hahn Loeser & Parks LLP, on
behalf of Cliffs, tells Judge Bodoh that one of the Debtors, J&L
Empire, Inc. and several affiliates of The Cleveland-Cliffs Iron
Company, including Cliffs Empire, Inc., together with Ispat
Inland Inc., successor to Inland Steel Company current own,
directly and indirectly, respectively, 25%, 35% and 40% of the
Empire Iron Mining Partnership which owns and operates the
Empire iron ore mine located in Marquette County, Michigan.  
Cliffs is the manager of the Empire Mine.

The Partnership was formed under and is governed by the Restated
Empire Iron Mining Partnership Agreement, dated as of December
1, 1978, and as subsequently amended, which incorporates by
reference a Restated Empire Management Agreement, a Restated
EIMP Ore Sales Agreement and a Restated Empire Partnership
Security Agreement. The Partnership was formed under and is
governed pursuant to Michigan law.

On November 21, 2001, the Partnership idled and ceased the
extraction and pelletizing of iron ore from the Empire Mine as a
result of the Debtors' decision to discontinue production of
steel at their integrated steel making facilities.
Notwithstanding the cessation of mining and pelletizing
operations, the Partnership continues to incur significant costs
associated with maintaining the Empire Mine.

Pursuant to the Partnership Agreement each partner is obligated
to fund its aliquot portion of the Partnership's costs to
operate the Empire Mine, even in its shuttered condition; such
funding is made pursuant to cash calls issued by Cliffs as the
Mine Manager.

The Security Agreement provides that in order to secure the
observance and performance of its monetary obligations under the
Partnership Agreement, including its obligation to pay for
pelletized iron ore delivered to it under the Ore Sales
Agreement, each partner grants a security interest in favor of
Cliffs, as the Mine Manager, for the benefit of the other
partners and the Partnership in, among other things, such
partner's interest in the Partnership and the Ore Sales
Agreement.

                      The Partnership Defaults

J&L defaulted in making payment of a postpetition "cash call" on
November 19, 2001 required pursuant to the Partnership
Agreement. J&L again defaulted by failing to make payment of a
required cash call on November 26, 2001. Pursuant to a letter
dated November 29, 2001 from Cliffs on behalf of the Partnership
to J&L, Cliffs provided written notice to J&L of J&L's default
in making payment of cash calls pursuant to the Partnership
Agreement:

              Date                  Amount
              ----                  ------
         November 19, 2001       $1,779,392.00
         November 26, 2001        1,084,741.00
                                 -------------
                                 $2,864,133.00

Since the Default Notice was issued and delivered to J&L, J&L
again defaulted by failing to make payments of further
postpetition cash calls on each of December 3, 10, 17, 24 and
31, 2001, each as required pursuant to the Partnership
Agreement. J&L's defaults in making payment of cash calls
pursuant to the Partnership Agreement after the Default
Notice comprise:

             Date                  Amount
             ----                  ------
        December 3, 2001        $  784,909.00
        December 10, 2001        1,419,000.00
        December 17, 2001        1,868,334.00
        December 24, 2001        1,163,634.00
        December 31, 2001          250,350.00
                                 ------------
                                $5,486,227.00

Costs of maintaining the Empire Mine will continue, and
accordingly, so will the need for cash calls. It is expected
that J&L will continue to default by failing to make further
payments of postpetition cash calls. Cash calls in the immediate
future are anticipated to be made on January 7, 2002, January
14, 2002, January 21, 2002 and January 28, 2002, each as
required pursuant to the Partnership Agreement.

Presently, the estimated amounts of such future cash calls are:

             Date                  Amount
             ----                  ------
        January 7, 2002          $  388,250.00
        January 14, 2002          2,851,700.00
        January 21, 2002            216,000.00
        January 28, 2002            300,000.00
                                 -------------
                                 $3,753,000.00

By the terms of the Partnership Agreement, a partner is afforded
a period of fifteen days after receipt of written notice of
default to make required payments to the Partnership.
Thereafter, the Partnership may elect various remedies as a
consequence of such partner's default. J&L failed to cure either
of the cash call defaults identified in the Default Notice
during the fifteen-day period subsequent to J&L's receipt of the
Default Notice. As of the date of the filing of the Motion, no
payments have been made by J&L in connection with its defaulted
obligations owed pursuant to the Partnership Agreement.

Through December 31, 2001, the Partnership is owed an amount not
less than $8,350,360.00 for postpetition obligations owed by the
Debtors under the Partnership Agreement.

              The Debtors  Should Make the Payments
                  Or The Stay Should Be Lifted

Cliffs seeks the entry of an order (a) requiring the Debtors to
make payment of ongoing postpetition obligations owed pursuant
to the Partnership Agreement, (b) allowing the Partnership an
administrative expense claim in the amount of the Unpaid
Postpetition Partnership Obligations and (c) directing the
Debtors to make immediate payment of the amount of the Unpaid
Postpetition Partnership Obligations to the Partnership in
satisfaction of Cliffs' administrative expense claim pursuant to
Bankruptcy Code section requiring the Debtors to assume or
reject the Partnership Agreement on or before February 15, 2002.

Absent assumption of the Partnership Agreement, the cure of the
Unpaid Postpetition Partnership Obligations and the provision of
adequate assurance of future performance, Cliffs seeks the entry
of an order granting relief from the automatic stay so that
Cliffs, the Partnership and the partners thereof may pursue all
rights and remedies they have for non-payment against the
Debtors under the Partnership Agreement, the Security Agreement,
and other applicable documents, and as otherwise allowed by law.

                    The Administrative Claim

The Debtors have failed to satisfy postpetition payment
obligations owed pursuant to the Partnership Agreement from and
after November 19, 2001. The Bankruptcy Code provides that "the
actual, necessary costs and expenses of preserving the estate"
shall be allowed as an administrative expense. By such
provision, a debtor must pay a reasonable administrative expense
for actual use of property that benefits the bankruptcy estate
during the pendency of the debtor's decision to assume or reject
an executory contract or unexpired lease. The cash calls made
pursuant to the Partnership Agreement to fund the shutdown and
maintain the Empire Mine are reasonable in amount and
appropriate and necessary to preserve the value of the Mine and
the respective interests of the partners, including J&L.

                The Debtors Obtained J&L's Share
                      And Should Pay Now

A claim is entitled to administrative expense priority if it
arises from a transaction with the debtor-in-possession and
results in direct benefit to the estate. Administrative expenses
include amounts incurred in operating, protecting and conserving
the business postpetition. The Partnership's claim for Unpaid
Postpetition Partnership Obligations is entitled to priority in
payment as an administrative expense because, upon information
and belief, the Debtors obtained the J&L share of iron ore from
the Empire Mine during the postpetition period and, should the
mine reopen, would continue to have the ability to obtain iron
ore pellets on a going-forward basis (subject to the rights of
Cliffs, the Partnership and the partners thereof arising upon
default), and such use and continued availability was actual,
necessary and of benefit to the Debtors' estates.

                    The Money or the Mine

The Debtors should not be permitted to retain the J&L ownership
interest in the Partnership or the Empire Mine without making
the required payments for the ongoing costs of maintaining and
preserving the Empire Mine. Accordingly, the Partnership is
entitled to receive as an allowed administrative expense the
amount of the Unpaid Postpetition Partnership Obligations due
and owing under the Partnership Agreement for the entire
postpetition period.  Cliffs expressly reserves the right to
file additional administrative and other claims in the Debtors'
cases for obligations arising under or in connection with the
Partnership Agreement.

      Assumption Or Rejection Of Partnership Agreement

The Bankruptcy Code provides that a trustee or debtor-in-
possession, "subject to the court's approval, may assume or
reject any executory contract or unexpired lease of the debtor."
The Partnership Agreement constitutes an executory contract.  
The key to determining whether a contract is executory "is to
work backward, proceeding from an examination of the purposes
rejection is expected to accomplish. If dim objectives have
already been accomplished, or if they can't be accomplished
through rejection, then the contract is not executory . Based
upon application of the foregoing test it is clear that the
Partnership Agreement constitutes an executory contract.

Although the Bankruptcy Code does not provide a standard for
determining when it is appropriate for a court to approve a
debtor's rejection of an executory contract or unexpired lease,
courts have uniformly deferred to the debtor's business
judgment.  Cliffs asks Judge Bodoh to require the Debtors to
assume or reject the Partnership Agreement on or before February
15, 2002.

If the Debtors do not make payment of the Unpaid Postpetition
Partnership Obligations and other continuing obligations owed to
the Partnership pursuant to the Partnership Agreement, and if
the Debtors do not assume the Partnership Agreement and provide
adequate assurance of future performance by February 15, 2002,
Cliffs, the Partnership and the partners thereof should be
granted relief from the automatic stay to pursue all rights and
remedies against the Debtor for non-payment under the
Partnership Agreement, the Security Agreement, and other
applicable documents, and as otherwise allowed by law, for the
reasons previously discussed herein. The Debtors' obligations
pursuant to the Partnership Agreement are secured by the J&L
ownership interest in the Partnership pursuant to the Security
Agreement.  The Debtors continue to have the benefit of an
ownership interest in the Empire Mine without making payment to
the Partnership of the Unpaid Postpetition Partnership
Obligations and the continuing Partnership obligations. The
Debtors have not and cannot otherwise provide adequate
protection.

Any value attributable to the Empire Mine continues to
depreciate based on the lack of payment by the Debtors. A
decline in the value of a creditor's security interest as a
result of the automatic stay constitutes a lack of adequate
protection of the creditor's property interest. Accordingly,
given the Debtors' continue ownership interest in the Empire
Mine, the Partnership will be adequately protected only by
receiving payment of the postpetition obligations due from the
Debtors pursuant to the Partnership Agreement.

            Alternatively, Cause Exists To Grant Relief
                    From The Automatic Stay

Cause exists to grant Cliffs and the Partnership relief from the
automatic stay because the Partnership has not and cannot be
provided adequate protection for the past and continuing
Partnership obligations of the Debtors. The Debtors have failed
to make payment of cash calls to the Partnership which would
constitute adequate protection.  The ongoing hardship suffered
by the Partnership clearly outweighs any harm suffered by the
Debtors as a result of granting relief from the automatic stay.

The Partnership has been injured and will continue to be injured
until the Debtors surrender their interest in the Empire Mine.
The Debtors cannot provide the Partnership with adequate
protection. Accordingly, Cliffs, the Partnership and the
partners thereto are entitled to relief from the automatic stay
to pursue all rights and remedies for non- payment against the
Debtors pursuant to the Partnership Agreement, the Security
Agreement, and other applicable documents, or as otherwise
allowed by law. (LTV Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-00900)

DebtTraders reports that LTV Corporation's 8.200% bonds due
September 15, 2007 (LTV1) are currently trading at less than a
penny-on-the-dollar.  For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTV1


MALDEN MILLS: Deadline for Filing Schedules Is Today
----------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Massachusetts, the deadline by which Malden Mills and their
Debtor-Affiliates must file its respective schedules of assets
and liabilities; statements of financial affairs; lists of
equity security-holders; and lists of executory contracts and
unexpired leases is extended through January 14, 2002.

Malden Mills Industries, Inc. is the worldwide producer of high-
quality  branded fabric for apparel, footwear and home
furnishings. The Company filed for chapter 11 protection on
November 29, 2001 in the U.S. Bankruptcy Court for the District
of Massachusetts, Worcester Division. Richard E. Mikels, Esq.
and John T. Morrier, Esq. at Mintz, Levin, Cohn, Ferris
represent the Debtors in their restructuring efforts


MARINER POST-ACUTE: Proposes Plan Solicitation Procedures
---------------------------------------------------------
Pursuant to Bankruptcy Code sections 502, 1125, 1126, and 1128,
Rules 2002, 3003, 3017, 3018, and 3020 of the Bankruptcy Rules,
Mariner Post-Acute Network, Inc. asks the Court to issue an
order:

(1) approving the retention of Poorman-Douglas Corporation as
     the Debtors' balloting agent;

(2) establishing January 16, 2002 as the record date for the
     holders of Claims and Equity Interests, for voting and
     notice purposes only;

(3) fixing the date (March 6, 2002 at 11:30 a.m.), time, and
     place for the Confirmation Hearing, the deadline for filing
     objections to the confirmation of the Debtors' Plan to be
     4:00 p.m. Eastern Time on February 19, 2002, and the
     deadline for filing reply papers in response to any
     objections to the Debtors' Plan to be 4:00 p.m. Eastern
     Time on February 27, 2002; and

(4) approving solicitation and voting procedures.

Pursuant to Local Rule 3017-1(a), the Debtors are not permitted
to file a motion for approval of the Disclosure Statement.
Accordingly, the Debtors reserve their rights to proffer
evidence at the January 16, 2002 hearing that the Disclosure
Statement contains "adequate information" within the meaning of
section 1125 of the Bankruptcy Code and, thus, should be
approved.

                    Retention Of Poorman-Douglas

Poorman-Douglas Corporation has been retained by the Debtors as
their claims processing and noticing agent pursuant to an order
of the Court dated July 26, 2000. The Debtors seek authorization
to expand the scope of Poorman-Douglas Corporation's retention
to allow it to serve as the Debtors' balloting agent in
connection with the solicitation and tabulation of votes on the
Debtors' Plan. The Debtors believe that Poorman-Douglas
Corporation's familiarity with the Debtors' cases and its past
experience noticing pleadings on the Debtors' creditor body
makes it the most economical choice for the Debtors' voting and
balloting agent.

                 Establishing Record Holder Date

Pursuant to Bankruptcy Rule 3017(d), the Debtors request that
the Court establish January 16, 2002 as the Record Holder Date
for the holders of Claims and Equity Interests, including
holders of stock, bonds, debentures, notes and other securities.
The Debtors submit that to compile accurate lists of the
Debtors' stockholders and subordinated note holders as of a date
certain, the transfer agent and indenture trustees must know the
date well in advance. Therefore, the Debtors propose that the
Court set January 16, 2002, the date of the hearing on the
Debtors' Disclosure Statement, as the Record Holder Date to
permit the transfer agent and the indenture trustees sufficient
time to compile lists of the record holders.

The Debtors believe that the establishment of January 16, 2002
as the Record Holder Date will not result in prejudice to the
Debtors' stockholders and subordinated note holders, as the
Debtors believe that there is currently only minimal trading
occurring in the Debtors' common stock (which is no longer
listed on a national exchange) and subordinated notes.

                      Confirmation Hearing

The Debtors note that the proposed Confirmation Hearing on March
6, 2002 at 11:30 a.m., is approximately 50 days after the
January 16, 2002 hearing on the Disclosure Statement. The
Debtors do not believe a longer voting period is necessary
because the Plan is the culmination of extensive negotiations
with the MPAN Committee"), the MHG Committee, the MPAN Senior
Credit Facility Claim Holders, and the MHG Senior Credit
Facility Claim Holders, who are already familiar with its
provisions.

                      Notice Procedures

Bankruptcy Rule 2002(b) and (d) require not less than 25 days'
notice to all creditors and equity security holders of the time
fixed for filing objections and the hearing to consider
confirmation of a plan of reorganization. In accordance with
Bankruptcy Rules 2002 and 3017(d), the Debtors propose to
provide to all creditors and equity security holders,
simultaneously with the distribution of the Solicitation
Packages, a copy of the Confirmation Hearing Notice setting
forth: (i) the means of determining what Claims are entitled to
vote on the Plan and the right to contest such determination,
(ii) the time fixed for filing objections to confirmation of the
Plan, (iii) the time, date, and place of the Confirmation
Hearing, and (iv) information necessary to obtain a copy of the
Plan and Disclosure Statement.  

In addition, in order to give notice to (a) those creditors to
whom no other notice was sent and who are unknown or not
reasonably ascertainable by the Debtors; (b) known creditors
with addresses unknown by the Debtors; and (c) creditors with
potential Claims unknown by the Debtors, the Debtors propose to
publish the Confirmation Hearing Notice, in The Wall Street
Journal (National Edition) and USA Today (National Edition) on
or before February 4, 2002, which is approximately 30 days prior
to the Confirmation Hearing.

                  Confirmation Objection Procedures

The Debtors propose 4:00 p.m. Eastern Time on February 19, 2002
as the date by which any objections or proposed modifications to
the Plan must be filed with the Court and reach the Notice
Parties.

The Debtors also request permission, pursuant to Local Rule
9006-1(d), for the Debtors, the MPAN Committee, the MHG
Committee, the MPAN Senior Credit Facility Claim Holders, and
the MHG Senior Credit Facility Claim Holders (collectively, the
Replying Parties) to file reply papers in response to timely and
properly filed objections to confirmation of the Plan. The
Debtors propose that the Replying Parties be required to file
any such reply papers by 4:00 p.m. Eastern Time on February 27,
2002, which is 5 business days prior to the Confirmation
Hearing.

The Debtors believe that through the filing of such reply papers
the Replying Parties may be able to assist the Court in
preparing for and shorten the length of the Confirmation
Hearing. The Replying Parties will exercise discretion in
responding to any objections that may be filed.

                  Solicitation And Voting Procedures

(1) Procedure For Temporary Allowance Of Claims For Voting
     Purposes Only.

     Pursuant to the Plan, holders of Claims in Classes SP-l
     through SP-6, SP-8, SM-1 through SM-3, SM-5, SM-7, SM-9
     through SM-12, SJ-l, SJ-2, UP-1, UP-2, UM-l, UM-2, UJ-1,
     GP-1, and GM-1 are impaired and are entitled to vote on the
     Plan (collectively, the Voting Classes)

     The Debtors request that the Court temporarily allow Claims
     in each of the Voting Classes, solely for purposes of
     voting only, in the following amounts:

     (a) With respect to each of the Voting Classes other than
         Classes UM-2 and UP-2, the amount of each Voting Claim
         will be either:

         (i)  the amount of such Claim as set forth in a timely
              filed proof of claim, provided however that (x) if
              the amount of the Claim as asserted is unknown,
              undetermined, or unliquidated, the amount of the
              Voting Claim shall be deemed to be $1 for voting
              purposes, and (y) if an objection to the Claim has
              been filed, the Claim shall not be counted for
              voting purposes unless the Court orders otherwise,
              or

        (ii) if no proof of claim was filed, the amount of such
             Claim as set forth in a liquidated amount that is
             not disputed or contingent in the Debtors'
             Schedules of Liabilities; and

     (b) With respect to Classes UM-2 and UP-2, the amount of
         each Voting Claim will be the principal amount of the
         claimant's MPAN Subordinated Note Claim or MHG Third
         Party Subordinated Note Claim.

(2) Form Of Ballots And Nominee Record.

     With respect to each holder of a Voting Claim in the Voting
     Classes, with the exception of holders of Voting Claims in
     Classes UM-2 and UP-2, the Debtors intend to mail, with the
     Solicitation Packages, the General Ballot.

     With respect to Class UP-2 (MPAN Subordinated Note Claims)
     and Class UM-2 (MHG Third Party Subordinated Note Claims),
     the Debtors intend to mail, with the Solicitation Packages
     a ballot and a nominee record (the Note Ballot) and the
     Nominee Record, to the holders of record of Voting Claims
     as of the Record Holder Date, including, without
     limitation, brokers, banks, dealers, or other agents or
     nominees (collectively, the Voting Nominees).

     The Debtors request that the Court direct each Voting
     Nominee that is not also the beneficial owner of the Voting
     Claim to distribute a copy of the Solicitation Package,
     including a copy of the Note Ballot, to each of the
     beneficial owners of such Voting Claims within 5 business
     days of the receipt of the Solicitation Package. The
     Debtors also ask that the Court direct each Voting Nominee
     to collect and tabulate, on a Nominee Record, the Note
     Ballots of the beneficial owners of the Voting Claims of
     which the Voting Nominee is the holder of record, and the
     Voting Nominee must return the Nominee Record to the      
     Balloting Agent by the Nominee Record Deadline.

     The Debtors will provide each Voting Nominee, upon request
     to the Balloting Agent, with reasonably sufficient copies
     of the Solicitation Package which will include the Note
     Ballot for distribution. Further, the Debtors will be
     responsible for each such Voting Nominee's reasonable,
     actual, and necessary out-of-pocket expenses incurred in
     this matter.

(3) Procedures For Solicitation

     As only holders of Voting Claims in the Voting Classes are
     impaired and are entitled to vote to accept or reject the
     Plan, and all other Classes of Claims and Equity Interests
     are unimpaired and deemed to accept the Plan pursuant to
     section 1126(f) of the Bankruptcy Code, or impaired and
     deemed to reject the Plan pursuant to section 1126(g) of
     the Bankruptcy Code, the Debtors propose that, with respect
     to holders of Claims and Equity Interests in the Non-Voting
     Classes, they be permitted in their discretion to send
     either (i) only a copy of the Confirmation Hearing Notice,
     or (ii) a copy of the Confirmation Hearing Notice and the
     Disclosure Statement without the Plan or its other Annexes.

     With respect to the dissemination of the Confirmation
     Hearing Notice to holders of Claims in Class EP-1 (Old MPAN
     Common Stock), the Debtors request authorization to send
     the Confirmation Hearing Notice to the holder so such
     Equity Interests as indicated in the records maintained by
     the Debtors' transfer agent, American Stock Transfer as of
     the Record Date. Accordingly, the Debtors request that the
     Court direct the Non-Voting Nominees to forward copies of
     the Confirmation Hearing Notice and any other materials
     included to the beneficial owners of such Equity Interests
     within 5 business days of the receipt of the Confirmation
     Hearing Notice. The Debtors request authority to reimburse
     the Non-Voting Nominees for their reasonable, actual, and
     necessary out-of-pocket expenses incurred in this regard.

     To holders of Voting Claims in each of the Voting Classes,
     the Debtors propose to mail or cause to be mailed
     Solicitation Packages that will include, as applicable:

        a.  the Confirmation Hearing Notice;
        b.  a copy of the Disclosure Statement as approved by
            the Court;
        c.  a General Ballot or a Nominee Record and/or a Note
            Ballot; and
        d.  a letter from the MPAN Committee and/or MHG
            Committee recommending the acceptance of the Plan.

(4) Voting Deadline And Nominee Record Deadline.

     The Debtors anticipate commencing the solicitation period
     as soon as possible and in all events within 7 days after
     the January 16, 2002 hearing on the Disclosure Statement.
     Based on this, and pursuant to Bankruptcy Rule 3017(c), the
     Debtors propose setting 5:00 p.m. Pacific Time on February
     14, 2002, or such other date as is set by the Court as the
     Voting Deadline, by which all General Ballots must be
     properly executed, completed, and delivered to the
     Balloting Agent.

     The Debtors also propose that the Voting Deadline apply to
     all Note Ballots which must be properly executed,
     completed, delivered to so that they are timely received by
     (a) the Voting Nominee if the beneficial owner received the
     Note Ballot from the Voting Nominee, or (b) the Balloting
     Agent if the beneficial owner received the Note Ballot from
     the Balloting Agent.

     With respect to Nominee Records, the Debtors submit that a
     different deadline is appropriate as the Voting Nominees
     must have sufficient time to receive and tabulate the Note
     Ballots from the beneficial owners prior to returning the
     Nominee Records to the Balloting Agent. Therefore, the
     Debtors request that, in order to be counted as votes to
     accept or reject the Plan, all Nominee Records must be
     properly executed, completed, and delivered to the
     Balloting Agent no later than 5:00 p.m. Pacific Time on
     February 19, 2002, or such other date as is set by the
     Court as the Nominee Record deadline (the "Nominee Record
     Deadline").

                    Tabulation Procedures

Section 1126(c) of the Bankruptcy Code provides:

A class of claims has accepted a plan if such plan has been
accepted by creditors, other than any entity designated under
subsection (e) of this section, that hold at least two-thirds in
amount and more than one-half in number of the allowed claims of
such class held by creditors, other than any entity designated
under subsection (e) of this section, that have accepted or
rejected such plan. Further, Bankruptcy Rule 3018(a) provides
that the "court after notice and hearing may temporarily allow
the claim or interest in an amount which the court deems proper
for the purpose of accepting or rejecting a plan." Bankr. P.
3018(a). Fed. R.

Solely for purposes of voting to accept or reject the Plan and
without prejudice to the rights of the Debtors in any other
context, the Debtors propose the following:

       -- each Claim within a Voting Class will be temporarily
allowed as described in the motion.

       -- any creditor seeking to challenge the allowance of its
Claim for voting purposes file with the Court and serve on the
Debtors a motion pursuant to Bankruptcy Rule 3018(a) within 10
days from service of the Confirmation Hearing Notice and the
such creditor's Ballot should not be counted unless temporarily
allowed by the Court for voting purposes, after notice and a
hearing.

       -- if no votes to accept or reject the Plan are received
with respect to a particular Class, such Class will be deemed to
have voted to accept the Plan;

       -- whenever a creditor casts more than one Ballot voting
the same Claim before the Voting Deadline or the Nominee Record
Deadline, as applicable, the last Ballot received before the
Voting Deadline or Nominee Record Deadline, as applicable, will
be deemed to reflect the voter's intent and thus to supersede
any prior Ballots; and

       -- creditors must vote all of their Claim(s) within a
particular Class under the Plan, whether or not such Claims are
asserted against the same or multiple Debtors, either to accept
or reject the Plan and may not split their vote(s), and a Ballot
that partially rejects and partially accepts the Plan will not
be counted.

       -- The following Ballots will not be counted: (i) any
Ballot that does not indicate an acceptance or rejection of the
Plan, or that indicates both an acceptance and rejection of the
Plan; (ii) any Ballot received after the Voting Deadline or
Nominee Record Deadline, as applicable, unless the Debtors shall
have granted in writing an extension of the Voting Deadline or
Nominee Record Deadline; (iii) any Ballot sent to the Court, the
Debtors, or any other entity other than the Balloting Agent or
Voting Nominee, as applicable; (iv) any Ballot that is illegible
or contains insufficient information to permit the
identification of the claimant or interest holder; (v) any
Ballot cast by a person or entity that does not hold a Claim in
a Class that is entitled to vote to accept or reject the Plan;
(vi) any Ballot cast for a Claim scheduled as unliquidated,
contingent, or disputed for which no proof of claim was timely
filed; (vii) any unsigned Ballot; and (viii) any Ballot
transmitted to the Balloting Agent or Voting Nominee, as
applicable, by facsimile or other electronic means.

      Procedures Relating To Contract Assumption/Rejection

In order to minimize expense and confusion for creditors, the
Debtors propose not to include copies of Exhibits 3 and 4 in the
version of the Plan that is to be distributed with the
Solicitation Packages, as these Exhibits will be very lengthy
and contain information that is not of general interest to most
creditors. Rather, the Debtors propose to provide each party to
a contract or lease that is to be assumed, assumed and assigned,
or rejected under the Plan with a customized notice (the Section
365 Notice) which will be mailed at the same time as
Solicitation Packages are mailed.

The Debtors further propose that any objections to their
decision to assume, assume and assign, or reject contracts and
leases, and to any proposed Cure Payment, must be filed and
served so as to actually be received by the Debtors and such
other parties upon whom objections to confirmation must be
served no later than 4:00 p.m. Eastern Time on February 19,
2002. Any objection to the proposed Cure Payment shall include
an affidavit in support thereof specifying the amounts allegedly
owing under sections 365(b)(1)(A)&(B) of the Bankruptcy Code.
(Mariner Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MOTIENT CORP: Files Chapter 11 Petition in E.D. Virginia
--------------------------------------------------------
Motient Corporation (Nasdaq: MTNT), owner and operator of the
nation's largest wireless data network, announced that holders
of a majority of Motient's senior notes have agreed in principle
to the terms of a debt restructuring that will convert Motient's
senior notes to equity. The restructuring is subject to court
approval and other customary conditions. If the restructuring is
completed as proposed, Motient will eliminate more than $40
million in annual interest payments, which Motient expects will
enable it to reach EBITDA break even in 2002, and to have
sufficient cash to operate beyond its expected cash positive
date.

"This restructuring allows Motient to proactively eliminate
substantially all of its debt and to significantly improve our
ability to achieve EBITDA break even later this year," said
Walter V. Purnell, Jr., president and CEO of Motient. "Even more
significant, the restructuring will not affect the operations of
our nationwide wireless data network, our customers or our
employees. For Motient's 250,000+ subscribers, it is business as
usual. We are hopeful that the restructuring results in a
dramatically stronger Motient Corporation."

Holders representing over 50 percent of the principal value of
the senior notes have agreed in principle to vote in favor of
the proposed restructuring, under which the senior noteholders
will exchange their notes for new Motient stock. Under the
proposed restructuring plan, existing common shareholders will
receive warrants with a nominal strike price to purchase 5
percent of the new common stock in the reorganized company. The
warrants will be exercisable once the senior note holders have
recovered 105 percent of the face amount of their investment.
The current equity holders would therefore be able to
participate in the upside potential of the core business as well
as in any potential appreciation due to Motient's carried
interest in MSV.

The plan of reorganization will require court approval. Motient
has filed a voluntary petition for reorganization under Chapter
11 in the Eastern District of Virginia. Because Motient has
obtained the support of its senior noteholders, who hold a
substantial majority of Motient's existing debt, Motient expects
that the process of completing its debt restructuring will be
comparatively simple and of relatively limited duration. Motient
hopes to emerge from the restructuring by the spring of 2002.

During the restructuring process, Motient expects to continue to
deliver uninterrupted service on its nationwide wireless data
network and to conduct day-to-day business operations while
supporting its employees, its over 250,000 subscribers, and its
business partners.

Motient -- http://www.motient.com-- owns and operates the  
nation's largest two-way wireless packet data network -- the
Motient network -- and provides a wide-range of mobile and
Internet communications services principally to business-to-
business customers and enterprises. The company provides
eLink(SM) and BlackBerry by Motient two-way wireless email
services. Motient's wireless email services operate on the RIM
850 and RIM 857 Wireless Handhelds and Motient's MobileModem for
the Palm V series handhelds. Motient serves a variety of markets
including mobile professionals, telemetry, transportation and
field service, offering coverage to all 50 states, Puerto Rico
and the U.S. Virgin Islands.


MOTIENT CORP: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Motient Corporation
             10802 Parkridge Boulevard
             Reston, VA 20191-5416

Bankruptcy Case No.: 02-80125

Debtor affiliates filing separate chapter 11 petitions:

             Entity                        Case No.
             ------                        --------
             Motient Holdings Inc.         02-80126
             Motient Communications Inc.   02-80128
             Motient Services Inc.         02-80129

Type of Business: Motient Corporation is a holding company. It
                  owns 100% of the equity in Motient Holdings
                  Inc. and Motient Ventures Holding Inc. (non-
                  debtor). As of January 7, 2002, the common
                  stock of Motient Corporation was publicly
                  traded on the NASDAQ national Market under
                  the symbol MTNT.

Chapter 11 Petition Date: January 10, 2002

Court: Eastern District of Virginia (Alexandria)

Debtors' Counsel: Erin E. McDonald, Esq.
                  Sarah Beckett Boehm, Esq.  
                  McGuire Woods, LLP
                  One James Center
                  901 East Cary Street
                  Richmond, VA 23219-4030
                  804-775-1000

Total Assets: $238,229,000

Total Debts: $494,710,000

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim      Claim Amount
------                      ---------------      ------------
Morgan Stanley Investment   Publicly Held Debt   $53,650,000
Management
Brandon Stranzl
One Tower Bride
Suite 1100
West Conshohocken
PA 19428
Tel: 610 940 5629
Fax: 610 260 7088

Romulus Holdings Inc. and  Publicly Held Debt    $44,000,000
Affiliates
Gary Singer
25 Coligni Avenue
New Rochelle, NY 10804
Tel: 914 235 8849

Highland Capital           Publicly Held Debt    $35,980,000
Management
Ethan Underwood
13445 Noel Road
Suite 3300
Dallas, TX 75240
Tel: 972 233 4300
Fax: 972 628 4147

U.S. Bank National         Publicly Held Debt    $30,519,000
Association
336 Robert Street
6th Floor
St. Paul, MN 55101

Rare Medium Group, Inc.    Unsecured Promissory  $27,029,734
Rob Lewis, Esq.            Note
28 West 23rd Street
New York, NY 10010
Tel: 646 638 9757
Fax: 646 638 4484

Bear Sterns Asset          Publicly Held Debt    $23,950,000
Management
Sal Pulifico
245 Park Avenue
4th Floor
New York, NY 10017
Tel: 212 272 2000

JP Morgan Chase Bank      Publicly Held Debt     $22,395,000
600 Travis Street
50th Floor
Houston, TX 77002

Lord, Abbett Company      Publicly Held Debt     $15,250,000
Christopher Towle
90 Hudson Street
Jersey City, NJ 07032

Lutheran Brotherhood      Publicly Held Debt     $13,000,000
Mark Simenstad
624 4th Avenue South
10th Floor
Minneapolis, MN 55415
Tel: 612 340 7000

Fidelity Investments      Publicly Held Debt      $9,750,000
82 Devonshire Street
Boston, MA 02109
Tel: 603 791 7795

Middenbank Curacao NV     Publicly Held Debt      $9,000,000
Zelendia Office Park
PO Box 3895
Kaya WFG Mansing 14
Curacao, Netherlands

Sagamore Hill Capital     Publicly Held Debt      $5,250,000
Management LP
Mark May
2 Greenwich Office Park
Greenwich, CT 07831
Tel: 203 422 7200

SunAmerica Asset          Publicly Held Debt      $5,030,000
Management Corporation
John Risner
1999 Avenue of the Stars
Los Angeles, CA 90057

Arnhold & S.              Publicly Held Debt      $4,500,000
Bleichroeder Investment
Advisors
Jean-Marie Eveillard
1345 Avenue of the Americas
New York, NY 10105
Tel: 212 632 2871

Canyon Partners           Publicly Held Debt      $3,950,000
Patrick Dooley
9665 Wilshire Blvd.
Suite 200
Beverly Hills, CA 90212

Redwood Capital           Publicly Held Debt      $3,500,000
Management  
Ara Cohen
910 Sylvan Avenue
Englewood Cliffs
NJ 07632

Triage Capital            Publicly Held Debt      $2,500,000
Management
Neil Weiner
One Manhattanville Road
Purchase, NY 10577
Tel: 800 942 2580

I.G. Investment           Publicly Held Debt      $2,500,000
Management
Jeffrey Hall
447 Portag Avenue
One Canada Centere
Winnipeg, Manitoba R3C 3B6

Royal Trust Corporation   Publicly Held Debt      $2,405,000
of Canada
Royal bank Plaza
200 Bay Street
North Tower, 19th Floor
Tel: 416 955 5300

FFP Operating Partners LP Publicly Held Debt      $2,250,000
Judy Peacock
2801 Glenda Avenue
Fort Worth, TX 76117
Tel: 817 838 4700

UBS Asset Mgmt/Brinson    Publicly Held Debt      $2,000,000
Partners
Gregory Smith
10 East 5oth Street
New York, NY 10022
Tel: 212 220 7253

Chase Securities, Inc.    Professional Services   $1,549,843
Mark Feldman
270 Park Avenue
375th Floor
New York, NY 10017
Tel: 212 270 3106
Fax: 212 270 2131

Boeing Satellite           Satellite Performance  $1,533,155
Systems, Inc.              Payment
Patrice Gray Mitchell
2260 E. Imperial Highway
El Segundo, CA 90245
Tel: 310 364 5607
Fax: 310 364 9644

C.N.A. Financial Company   Publicly Held Debt     $1,500,000
Richard Dubberkey
333 South Wabash Avenue
C.N.A. Plaza
Chicago, IL 60685
Tel: 312 822 4155

Van Kampen American         Publicly Held Debt    $1,300,000
Capital  
2800 Post Oak Blvd.
Houston, TX 77056
Tel: 713 993 0500

Credit Suisse Asset         Publicly Held Debt    $1,247,000
Management  
Richard Lindquist
466 Lexington Avenue
New York, NY 10017
Tel: 212 875 3500

Security Thrift &           Publicly Held Debt    $1,200,000
Acceptance  
Company LLC
Susan Garber
PO Box 494
Independence, IA 50644
Tel: 319 334 2507

AT&T                        Telecom Services      $1,200,000
Jeff Walters                Provided
227 W. Monroe
15th Floor
Chicago, IL 60606
Tel: 312 230 5190
Fax: 312 230 7994

Value Line Asset            Publicly Held Debt    $1,000,000
Management  
Brad Brooks
220 East 42nd Street
New York, NY 10017
Tel: 212 907 1589

Putnam Investments          Publicly Held Debt      $870,000
Rosemary Thomsen
One Post Office Square
Boston, MA 02109
Tel: 617 760 1743


OWENS-BROCKWAY: S&P Assigns BB Rating on Proposed $300MM Notes
--------------------------------------------------------------
Standard & Poor's assigned its double-'B' rating to Owens-
Brockway Glass Container Inc.'s (a wholly-owned subsidiary of
Owens-Illinois Inc.) proposed $300 million senior secured notes
due 2009, issued under Rule 144A with registration rights. At
the same time, all ratings on Owens-Illinois Inc. and related
entities are affirmed. The outlook is negative.

Proceeds of the proposed note offering will be used to repay a
portion of the outstanding term loan under the company's secured
bank credit agreement due March 2004. The proposed notes, which
are rated the same as the corporate credit rating, are
guaranteed and secured by substantially all the domestic assets
of Owens-Illinois Group Inc. and its subsidiaries.

The affirmation incorporates expectations that the company's
asbestos liability will remain manageable and that management's
efforts to improve cash flow protection measures will be
realized in the near to intermediate term.

The ratings on Owens-Illinois and its related entities reflect
the company's aggressive financial profile and meaningful
concerns regarding its asbestos liability, offset by an above-
average business position and strong EBITDA generation. Owens-
Illinois' above-average business risk profile recognizes
the company's preeminent market positions, which are bolstered
by superior production technology and operating efficiency and
the relatively recession-resistant nature of many of its
packaging products.

Owens-Illinois is the largest manufacturer of glass containers
in North America, South America, Australia, and New Zealand, and
the second largest in Europe. In addition, the company is a
leading plastics packaging manufacturer. Overall, international
operations account for about 45% of sales.

Although Owens-Illinois' financial results reflect a degree of
exposure to changing conditions in regional economies and the
vagaries of currency swings, the breadth of operations tends to
provide better growth opportunities and more stability during
the business cycle than that of many other industrial companies.
Owens-Illinois' leading cost position is demonstrated by strong
EBITDA margins averaging about 25%, a level that soundly tops
its peer group.

Owens-Illinois has had to make sizable payouts for asbestos-
related claims, with 2001 expected to be the largest payout to
date (estimated to be about $245 million in 2001 from $182
million in 2000). The acceleration in its asbestos payouts were
due to both increased levels of filings and management's
proactive efforts to resolve claims. Net payouts in 2001 were
reduced by proceeds from insurance settlements, the bulk of
which was paid to Owens-Illinois in 2001. In the future, Owens-
Illinois' asbestos liabilities should soon moderate, given the
lapse of time since its products were discontinued (in 1958) and
the average age of its claimants (mid-70s). With modest
insurance proceeds forthcoming, Owens-Illinois' net cash outlays
for asbestos will likely increase in the intermediate term.

Unfavorable foreign exchange rates continue to negatively affect
the company's profitability. Yet, Owens-Illinois' earnings and
cash flow generation should soon benefit from product price
increases intended to recoup higher energy (which have
moderated) and raw material costs, initiatives to rationalize
glass container capacity, and fairly good demand in most key
product sectors. Somewhat lower capital spending, together with
the benefits from restructuring efforts, should more than offset
increased net asbestos outlays and produce positive cash flows
for modest debt reduction. As a result, funds from operations
(net of asbestos payments) to total debt is likely to strengthen
moderately from its currently weak 11% and EBITDA interest
coverage should range between 3.0 times to 3.5x.

The ratings are based on Standard & Poor's expectation that
management will continue to take actions to enhance its debt
maturity profile. Still, Owens-Illinois' access to capital
markets has been negatively affected by concerns regarding
asbestos. As a result, Standard & Poor's recognizes that
the planned refinancing could test Owens-Illinois' financial
flexibility.

                        Outlook: Negative

In the next year, the ratings on Owens-Illinois could be lowered
if asbestos-related trends worsen beyond expectations or efforts
to strengthen its cash flow generation and financial flexibility
are not realized, or management takes any actions that forestall
improvement in credit protection measures.

                        Ratings Assigned

     Owens Brockway Glass Container Inc.
       $300 million senior secured notes due 2009      BB

                        Ratings Affirmed

     Owens-Illinois Inc.
      Corporate credit rating                          BB
      Senior unsecured debt                            B+
      Senior secured debt                              BB
      Preferred stock                                  B

     Owens Illinois Group Inc.
       Corporate credit rating                         BB
       Senior secured bank loan                        BB
       Senior secured debt                             BB


PACIFIC GAS: Submits Summary of Remaining Objections as Required
----------------------------------------------------------------
As requested by the U.S. Bankruptcy Court, Pacific Gas and
Electric Company filed with the Court a summary of the remaining
objections to the company's Disclosure Statement, the document
which accompanies and describes the company's plan to emerge
from bankruptcy.  This summary of objections will be used by the
Court in the upcoming hearing to determine the adequacy of the
Disclosure Statement, scheduled to be held on January 14.

Of the more than 12,000 creditor claims on file in PG&E's
bankruptcy, only 73 parties raised objection to the Disclosure
Statement.

Beginning as soon as these were received, the utility has
contacted and spoken with every single objecting party in an
effort to resolve their concerns.  Through discussions and
negotiations, and through additions and changes to the
Disclosure Statement, PG&E was able to get more than 20
objections entirely withdrawn and almost all others at least
partially resolved.

The utility states in its filing that it believes that none of
the remaining objections -- many of which raise nearly identical
issues - have legal or factual merit.  Following is a summary of
the categories of remaining objections:

    * Long Term Notes -- This group comprises those Objectors
      that are indenture trustees for holders of various
      categories of long-term notes issued by PG&E.

    * Power Generator Objections -- This group includes not only
      the various generator Objectors but also the Official
      Committee of Participant Creditors of the California Power
      Exchange.

    * Letter of Credit Bank Objections -- This group is
      comprised of banks that have issued letters of credit
      supporting the issuance of bonds by PG&E or have provided
      other financial accommodation to PG&E.  The objections
      largely raise issues of further disclosure of financial
      issues.

    * Environmental Issues Objections -- This group includes
      Objectors raising various issues arising out of perceived
      environmental effects of the reorganization proposed in
      the Plan or environmental claims against PG&E.

    * Litigation Related Objections -- This group includes
      Objectors who are involved in pre-petition litigation with
      PG&E; these objections raise issues pertaining to
      disposition of their individual claims.

    * Executory Contract Issues -- This group includes Objectors
      who are parties to executory contracts with the Debtor.  
      The objections are principally concerned with the proposed
      treatment of these executory contracts.

    * Northern California Power Agency, County and City Issues
      Objections

    * These Objectors raise issues common to various California
      cities and counties and NCPA.

    * Miscellaneous -- This grouping includes parties whose
      objections are specifically concerned with their
      individual circumstances or do not fall into one of the
      above groups.


PAXSON COMMS: S&P Rates Proposed $310MM Senior Sub Notes At B-
--------------------------------------------------------------
Standard & Poor's assigned its single-'B'-minus rating to the
proposed $310 million senior subordinated discount notes due
2009 of Paxson Communications Corp. to be issued under Rule 144A
with registration rights. Proceeds will be used to refinance the
company's 12.5% cumulative exchangeable preferred stock. All
ratings on the company are affirmed. The outlook remains
negative.

The notes modestly improve Paxson's liquidity since they do not
require cash interest until 2006. Dividends on the preferred
stock to be replaced by the notes are currently paid in kind,
but will become due in cash beginning in 2003.

The ratings continue to reflect the high business and financial
risk of Paxson's start-up television network amid the
competitive, slow-growth industry environment. Financial risk
stems from high acquisition-related debt, weak EBITDA, and
negative discretionary cash flow. Tempering factors include
Paxson's improving audience ratings, a lower cost programming
strategy, rising profitability, and station asset values.
Standard & Poor's also imputes important financial and operating
support for the rating from Paxson's 33% owner, the NBC Inc.
unit of General Electric Co.

Paxson operates the family-oriented PAX TV network, which
reaches over 80% of U.S. households. NBC's investment in Paxson
anticipates a loosening of FCC regulations regarding TV station
ownership that would allow NBC to gain operational control of
Paxson. NBC provides sales, marketing, and research services,
and programming for Paxson. In addition, Paxson has separate
agreements with 11 NBC-owned and -operated stations and 35 NBC-
affiliated stations through which Paxson receives sales and
operating support.

Paxson's network is still developing, has weak profitability,
and consumes cash. These factors cause Standard & Poor's to
continue regarding the company's business and financial profile
as falling short of a single-'B'-plus corporate credit rating on
a stand-alone basis.  Specifically, Standard & Poor's is
concerned that a potential weakening of the NBC relationship
arising from Paxson's binding arbitration proceeding against NBC
could increase Paxson's business and financial risk, potentially
triggering a downgrade.

Despite reduced overall TV advertising demand in the past year,
Paxson's revenue has remained relatively flat because of
improved audience ratings. Infomercials shown in non-primetime
periods have helped offset some conventional advertising
weakness. Cost savings from joint operating strategies with NBC
affiliates and increased use of less-expensive original
programming have contributed to EBITDA growth. Still, Paxson's
primetime audience revenue yield remains well below that of the
leading basic cable networks.

Paxson generates a single-digit EBITDA margin and has fractional
interest coverage. Capital spending for digital television
conversion will require meaningful amounts of cash during the
next year or so. The company is unlikely to produce
discretionary cash flow in the intermediate term. Paxson had
about $60 million cash and $60 million available under its
credit facility as of Sept. 30, 2001. Debt maturities are
minimal through 2004. However, Paxson will be under increasing
pressure to grow EBITDA as bank financial covenant hurdles rise
in the next two years.

                       Outlook: Negative

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

                          New Rating

Paxson Communications Corp.
  $310 mil. senior subordinated discount notes due 2009   B-

                       Ratings Affirmed

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


PHAR-MOR: Asks Court To Extend Exclusive Period Through July 23
---------------------------------------------------------------
Phar-Mor Inc., along with its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Northern District of Ohio to further
extend their time to exclusively file a plan of reorganization
through July 23, 2002 and to accept votes of the plan through
September 19, 2002.

The Debtors tell the Court that these are large and complex
chapter 11 cases. When the Company filed for chapter 11
protection, it operated 139 deep discount retail drug stores
generating $1.2 billion in annual sales. The Debtors also
employed about 5,500 employees and they have several thousand
creditors of their Estates.

The Debtors further assert that the extension they are asking
will not prejudice any party but rather will afford the Debtors
an opportunity to propose a viable Chapter 11 plan.

Phar-Mor, a retail drug store chain, filed for chapter 11
protection on September 24, 2001 in the US Bankruptcy Court of
the Northern District of Ohio. Michael Gallo, Esq. at Nadler,
Nadler and Burdman represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed assets of $365,417,000 and liabilities of
$302,502,000.


PILLOWTEX CORP: Reorganization Value Is Pegged At $400,000,000
--------------------------------------------------------------
Ernst & Young Corporate Finance LLC, Pillowtex Corporation's
financial and restructuring advisor, estimates that the range of
reorganization values of the Reorganized Debtors is
approximately $350,000,000 to $450,000,000, with a midpoint
value of $400,000,000 as of the assumed Effective Date of June
29, 2002.

Anthony T. Williams, Pillowtex's President and Chief
Operating Officer, tells the Court that the reorganization value
is comprised of a total enterprise value range of $335,000,000
to $425,000,000 and $15,000,000 to $25,000,000 for various non-
operating assets of the Reorganized Debtors.

Based on the assumed range of reorganization values of the
Reorganized Debtors of between $350,000,000 to $450,000,000 and
$197,500,000 of assumed total debt (including the Exit
Financing Revolver Facility, the Exit Term Loan and Industrial
Revenue Bonds), Mr. Williams says, Ernst & Young has calculated
the reorganization equity value to be between $152,500,000 and
$252,500,000, with a midpoint value of $202,500,000.

"This assumed range of reorganization values reflects work
performed by Ernst & Young on the basis of information related
to the business and assets of the Debtors available to the firm
as of December 21, 2001," Mr. Williams emphasizes.

For the purposes of calculating the share prices, Mr. Williams
informs Judge Robinson, it has been assumed that 130,000 shares
of New Common Stock will be issued as of the Effective Date to
key executives of the Reorganized Debtors as restricted stock
under the Equity Incentive Plan.  According to Mr. Williams, the
terms of the Equity Incentive Plan, including amounts to be
issued as restricted stock or granted as options, have not yet
been determined.

In preparing the estimated theoretical reorganization value,
Ernst & Young:

    (a) analyzed certain historical financial information of the
        Debtors for recent years and interim periods;

    (b) analyzed certain internal financial and operating data
        of the Debtors, including financial projections prepared
        and provided by management of Pillowtex;

    (c) met with certain members of senior management of the
        Debtors to discuss the Debtors' operations and future
        prospects;

    (d) analyzed publicly available financial data and
        considered the market values of public companies that
        Ernst & Young deemed generally comparable to the
        operating businesses of the Debtors;

    (e) analyzed the financial terms, to the extent publicly
        available, of certain acquisitions of companies that
        Ernst & Young believes were comparable to the operating
        businesses of the Debtors;

    (f) considered certain economic and industry information
        relevant to the Debtors' operating businesses; and

    (g) conducted such other analyses as Ernst & Young deemed
        appropriate.

However, Mr. Williams advises the Court that Ernst & Young's
analysis should not be taken at face value because it may be
materially different from the actual values.

As of the Effective Date, and subject to confirmation of the
Plan, the Debtors intend to:

-- issue 50,000,000 shares of New Common Stock, par value $0.01
    per share.

-- issue an aggregate of approximately 9,249,500 shares of New
    Common Stock to holders of Allowed Claims in Classes 5 and
    6.

-- issue to holders of Allowed Claims in Class 6 New Warrants
    exercisable to purchase up to an aggregate of 1,764,706
    shares of New Common Stock, which is equal to 15% of the
    Reorganized Debtors' equity on a fully diluted basis.

-- issue 10,000,000 shares of New Preferred stock, par value
    $0.01 per share.

-- issue an initial series of New Preferred Stock designated
    Series A Junior Participating Preferred Stock.

-- reserve 750,000 shares of New Common Stock for issuance in
    satisfaction of awards under the Equity Incentive Plan,
    including options to be granted and shares of restricted
    stock to be issued to key executives as of the Effective
    Date.  For the purposes of calculating share price and
    equity ownership, it has been assumed that 130,000 shares of
    New Common Stock will be issued as of the Effective Date to
    key executives of the Reorganized Debtors as restricted
    stock under the Equity Incentive Plan.

According to Mr. Williams, holders of New Common Stock will be
entitled to receive ratably such dividends as declared by
Reorganized Pillowtex's Board of Directors and will have no
preemptive, subscription, redemption or conversion rights. "The
declaration of dividends and other payments on the New Common
Stock will be restricted, and may be prohibited, pursuant to
certain provisions of the documents governing the Exit Financing
Revolver Facility," Mr. Williams says.

Furthermore, Mr. Williams continues, Reorganized Pillowtex is
not expected to pay any dividends on the New Common Stock in the
foreseeable future.

Initially, Mr. Williams notes, each New Warrant, when exercised,
will entitle the holder to acquire one share of New Common Stock
at an exercise price of approximately $61.00 per share.  "The
New Warrants will expire on the seven and one-half year (90
month) anniversary of the Effective Date," Mr. Williams states.

On the Effective Date, Mr. Williams relates that:

    (a) holders of Allowed Bank Loan Claims will receive their
        Pro Rata share of 9,015,000 shares of New Common Stock,
        which represent approximately 96.1% of the aggregate
        shares of New Common Stock to be issued pursuant to the
        Plan (or 76.6% on a fully diluted basis); and

    (b) subject to any enforceable subordination rights
        expressly preserved pursuant to Section XI.C.3 of the
        Plan, holders of Allowed Claims in Class 6 will receive:

          (i) their Pro Rata share of 234,500 shares of New
              Common Stock, which represent approximately 2.5%
              of the aggregate shares of New Common Stock to be
              issued pursuant to the Plan (or 2.0% on a fully
              diluted basis), and

         (ii) their Pro Rata share of New Warrants exercisable
              to purchase up to 1,764,706 shares of New Common
              Stock, which represent 15% of the aggregate shares
              of New Common Stock pursuant to the Plan.

Mr. Williams explains that these percentages are based on the
assumed issuance on the Effective Date of:

    (a) 9,249,500 shares of New Common Stock and New Warrants to
        purchase 1,764,706 shares of New Common Stock to holders
        of Allowed Claims in Classes 5 and 6 under the Plan,

    (b) 150,000 shares of New Common Stock issued to key
        employees of the Reorganized Debtors as restricted stock
        under the Equity Incentive Plan, and

    (c) options granted to purchase 620,000 shares of New Common
        Stock under the Equity Incentive Plan.

Reorganized Pillowtex's Board of Directors will have the
authority to issue shares of New Preferred Stock from time to
time in one or more classes or series and to determine the
various rights and privileges, according to Mr. Williams.
Moreover, Mr. Williams adds, Reorganized Pillowtex's Board of
Directors will have the authority to issue additional shares of
New Common Stock from time to time following the Effective Date
under the provisions of the Certificate of Incorporation of
Reorganized Pillowtex, the Bylaws of Reorganized Pillowtex and
applicable law. (Pillowtex Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PREMIER OPERATIONS: Last Day to File Proofs of Claims is Jan. 25
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
and the Supreme Court of Bermuda establish January 25, 2002 at
5:00 p.m., Eastern Time as the deadline for filing proofs of
claim against Premier Operations Ltd.

Those who have claims against the Debtor prior to October 24
must file a proof of claim as directed and must be received by
the Clerk of the Bankruptcy Court, for U.S. and the Joint
Liquidators, for Bermuda, on or before the said Bar Date.
Otherwise, the right to assert their claim will be permanently
barred. Allen & Overy and Hahn & Hessen LLP should also be
furnished a copy of the proof of claim.
   
    Clerk of the U.S. Bankruptcy Court:

                 Clerk, United States Bankruptcy Court
                 Southern District of New York
                 One Bowling Green
                 New York, New York  10004-1408

    Joint Liquidators:

                D. Geoffrey Hunter                      
                Peter CB Mitchell                       
                PricewaterhouseCoopers                  
                Dorchester House                        
                7 Church Street                         
                Hamilton, HM11                          
                Bermuda                                 
                (441) 295-2000                          
        
    Attorneys to the Joint Liquidators:

                Appleby Spurling & Kempe
                Jennifer Fraser
                Cedar House
                41 Cedar Avenue
                Hamilton, HM EX
                Bermuda
                (441) 295-2244

In its notice, the Debtor also stated that it filed its
Schedules of Assets and Liabilities with the Bankruptcy Court
and can be viewed on the Court's electronic docket for the
Debtor's chapter 11 cases or from the Debtor's counsels:

                Allen & Overy                           
                Ken Coleman, Esq.                       
                Hugh M. McDonald, Esq.                  
                James E. Atkins, Esq.                   
                10 East 50th Street                     
                New York, New York  10022               
                (212) 610-6300                          

                Hahn & Hessen LLP
                Jeffrey Stein, Esq.
                Empire State Building
                350 Fifth Avenue
                New York, New York  10018
                (212) 736-1000


PRINTWARE INC: Directors Endorse Liquidation Plan
-------------------------------------------------
Printware, Inc. (Nasdaq: PRTW) announced that its Board of
Directors has approved of a plan of liquidation of the net
assets of the Company.

Printware, Inc. will file a proxy statement to seek shareholder
approval to adopt the plan of liquidation and dissolution of the
Company that will authorize a distribution to shareholders,
deregistration of the Company's common stock and dissolution of
the Company. After receiving shareholder approval of the plan of
liquidation, the Company will de-list its common stock from the
Nasdaq National Market System and de-register its common stock
under the Securities and Exchange Act of 1934.

This announcement relates only to Printware, Inc. and in no way
affects the operations or status of Printware, LLC, which is a
privately held company that acquired and is continuing to
operate the Printware branded computer-to-plate operating
business.

No estimate of the net proceeds available for distribution to
shareholders is being made at this time as such proceeds will be
impacted:

     (1) by the Company's ability to timely convert its noncash
         assets to cash,

     (2) by the amount of cash required to settle outstanding
         liabilities and contingencies,

     (3) by the expenses associated with effecting the
         liquidation and

     (4) by income taxes.

Furthermore, the Company may distribute cash and non-cash assets
to its shareholders.

Commenting on the announcement, Printware, Inc. Chairman Gary S.
Kohler said, "Since our decision to sell Printware's computer-
to-plate business last year, our board considered various
alternative courses of action relative to the Company and its
capital, including possibly acquiring or investing in other
businesses. Ultimately, however, our board approved of a plan of
liquidation, allowing the Company's shareholders to decide for
themselves how to reinvest their relative portion of Printware,
Inc.'s capital."

Kohler added, "Also, subsequent to the previously announced
December 6, 2001 sale of operating assets, all employees of
Printware, Inc. were terminated. Therefore, to manage interim
administrative activities of Printware, Inc., the board of
directors has engaged the services of Goldmark Advisors, LLC.
Until further notice, Stanley Goldberg and Mark Eisenschenk,
both affiliated with the Goldmark Advisors firm, will serve as
President and Chief Executive Officer, and as Secretary,
Treasurer and Chief Financial Officer of the Company,
respectively."


SHARED TECHNOLOGIES: Obtains Authorization for Additional Funds
---------------------------------------------------------------
Shared Technologies Cellular, Inc. (OTCBB:STCL), relates that on
December 21, 2001, the U.S. Bankruptcy Court overseeing the
bankruptcy case, entered a preliminary order authorizing Debtor-
In-Possession (DIP) financing which provides for additional cash
to meet operating needs.

Shared Technologies Cellular is a national communications
provider, with its corporate headquarters in Hartford,
Connecticut. The Company's two primary business operations are
cellular phone rentals, marketed primarily through major car
rental companies; and prepaid communications that include
cellular, paging, local and long distance telephone service, and
Internet access. STC prepaid services are marketed directly to
consumers and in conjunction with private label agents and
marketing partners.


SPECTRASITE HOLDINGS: Moody's Junks Senior Note Ratings
-------------------------------------------------------
Moody's Investors Service drops all the ratings of North
Carolina's SpectraSite Holdings, Inc. and subsidiary,
SpectraSite Communications, Inc.

Consistently failing Moody's EBITDA growth expectations, this
past November, management publicly issued financial guidance
that was again below expectations.

"Despite the actions SpectraSite has taken to improve its near-
term liquidity, the company remains overlevered and may not be
able to increase cash flow quickly enough to grow into its
capital structure," Moody's points out.

The ratings outlook is stable while there is approximately $3.3
billion of debt and credit facilities affected.

SpectraSite is an independent operator of 7,550 wireless towers
at September 2001.

SpectraSite Holdings, Inc.

    * Senior Implied to Caa1 from B2

    * $560 million 12.875% Senior Discount Notes due 2010 to
      Caa3 from B3

    * $200 million 10.75% Senior Notes due 2010 to Caa3 from B3

    * $200 million 12.5% Senior Notes due 2010 to Caa3 from B3

    * $200 million 6.75% Senior Convertible Notes due 2010 to
      Caa3 from B3

    * $225 million 12% Senior Discount Notes due 2008 to Caa3
      from B3

    * $587 million 11.25% Senior Discount Notes due 2009 to Caa3
      from B3

SpectraSite Communications, Inc.

    * $350 million secured revolving credit facility to B3 from
       B1

    * $500 million secured term loan to B3 from B1

    * $450 million secured term loan B to B3 from B1

DebtTraders reports that Spectrasite Holdings, Inc.'s
11.250% bonds due April 15, 2009 (SITE2) are currently trading
between 28 and 31. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=SITE2


STARWOOD HOTEL: Fitch Cuts Debt Ratings To BB+ From BBB-
--------------------------------------------------------
Fitch lowered the ratings on Starwood Hotels & Resorts
Worldwide, Inc.'s (NYSE: HOT) debt. The ratings have been
removed from Rating Watch Negative where they were placed on
September 18, 2001 following the events of September 11, 2001.
The Rating Outlook is Negative.

Ratings lowered include:

Starwood Hotels & Resorts Worldwide Inc.:

     * Implied senior unsecured rating to BB+ from 'BBB-';

     * $1.1 billion revolving credit facility due 2003 to BB+
       from BBB-;

     * $800 million term loan due 2003 to BB+ from 'BBB-';

     * $423 million term loan due 2003 to BB+ from 'BBB-';

     * $500 million IRN facility due 2003 to BB+ from at 'BBB-'.

ITT Corporation:

     * $250 million 6.75% notes due 2002 to BB+ from 'BBB-';

     * $450 million 6.75% notes due 2005 to BB+ from 'BBB-';

     * $448 million 7.375% debentures due 2015 to BB+ from BBB-;

     * $148 million 7.75% debentures due 2025 to BB+ from BBB-.

The downgrade reflects the reduced cash flow generated by HOT as
a result of the slowing economy and the events of September
11th, which will result in weakened credit profile. In addition,
HOT's cash flow visibility to total debt, which has
deteriorated, is expected to remain at levels more appropriate
for the rating category.

While revenue per available room (RevPAR) trends have shown
meaningful improvement since Sept. 11, business travel (nearly
90% of HOT's business) has been dramatically reduced, leading to
a significant decline in both occupancy and room rates that
could extend throughout much of 2002. The negative rating
outlook reflects the possibility that results could be weaker
than expected due to a prolonged recession and refinancing risk
due to approximately $2.7 billion (nearly half of total debt)
maturing in early 2003.

HOT derives more than 70% of its EBITDA from owned hotels and
has a large exposure to the upper scale segment of the market.
The high degree of operating leverage associated with owned
hotels could mean RevPAR declines will be difficult to offset,
resulting in margin pressure. In addition, HOT's top ten major
metropolitan area hotels, generate a little under one-quarter of
EBITDA. Due to the decline in business travel, upper scale
and major metropolitan area hotels have experienced
significantly greater RevPAR declines than the national average,
declines which Fitch expects will recover slowly in 2002, even
with a gradual economic recovery.

Fitch expects leverage will increase to greater than 5.0 times
and interest coverage will decline below 3.0 times on a trailing
twelve month basis during the first half of 2002. However, as
comparisons become easier during the second half of 2002, credit
statistics should show improvement, but remain below levels
appropriate for investment grade rating category.

HOT has strong brand names, ownership of key assets in markets
with high barriers to entry, and global diversity of cash flows,
(largely derived in Europe and Latin America). HOT also has the
ability to lower capital spending, reduce its dividend to
augment liquidity and sell a portion of its CIGA assets if
market conditions improve. At December 31, 2001, revolver
availability was $395 million and will increase to $550
following the draw down on a portion of HOT's euro loan.


TRAILMOBILE: Lender Grants Canadian Affiliate Over-Advance
----------------------------------------------------------
Trailmobile Canada Limited completes financing arrangement with
Tyco Capital, whereby the Company will be permitted a temporary
over-advance on its line of credit of up to CDN$2.5 million. The
temporary over-advance is primarily due to a provision that will
be charged in the first quarter of fiscal 2002 relating to a
receivable from Trailmobile Trailer Canada Limited in the amount
of CDN$2.4 million. The over-advance will take effect
immediately and be in place through April 2002. One of the
conditions for the temporary over-advance includes an equity
financing of approximately $CDN3.5 million, subject to
regulatory approval, which must be funded no later than April
30, 2002. Trailmobile Corporation has guaranteed an amount
equal to any over-advance on the revolving line of credit.

Trailmobile Corporation has already pledged approximately
CDN$2.0 million of the proposed equity financing to be completed
no later than April 30, 2002. Trailmobile Canada Limited has
also pledged as security, unencumbered collateral with an
estimated fair value of CDN$1.5 million. "These pledged funds
and conveyed collateral, have been placed in escrow as security
for Tyco Capital who will in turn fund the Company and allow us
to bring vendor payables to within regular business terms", said
Frank Michalargias, CFO for Trailmobile Canada Limited.

Management feels the projected increase in production as a
result of the recent Chapter 11 filing by Trailmobile Trailer
LLC in the USA coupled with a successful equity financing should
be sufficient to eliminate the Company's over-advance position.

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


TRISM INC: Taps Carreden as Bankers for Enhancement Transaction
---------------------------------------------------------------
TRISM, Inc. and its debtor-affiliates want to employ the
Carreden Group, Inc. firm as their investment bankers in
connection with a proposed rationalization of the Debtors'
current capital structure (which the company and Carreden refer
to as the "Enhancement Transaction").

The Debtors believe that Carreden is well-qualified to serve as
Debtors' investment banker. Carreden is in the business of
providing such services and has extensive experience and a
respected reputation.

The Debtors anticipate that Carreden will render investment
advice to the Debtors in relation to the rationalization of the
Debtors' current capital structure. In Connection to this,
Carreden will perform, inter alia, the professional services
extected:

    (a) review the Debtors' businesses and operations, business
        plan and strategies and prospects;

    (b) analyze the Debtors' current balance sheet, financial
        position and market performance of its publicly traded
        securities;

    (c) perform comparative market analyses as may be
        appropriate;

    (d) review the Debtors' articles of incorporation, corporate
        by-laws, recent Boards of Director's minutes, indentures
        and other relevant documents;

    (e) meet with officials, legal counsel and other advisors
        and consultants as often and as necessary;

    (f) if appropriate, discuss the Debtors' plans and
        strategies with selected security holders and lenders;

    (g) propose to officials of the Debtors various financial
        alternatives to restructure the Debtors' balance sheets;

    (h) assist the Debtors in evaluating and selecting the
        structural alternative that will accomplish its
        strategic financial objectives, including assisting in
        preparing and presenting relevant information;

    (i) assist the Debtors in preparing the necessary
        documentation description of the Enhancement
        Transaction;

    (j) on behalf of the Debtors, contact and meet with security
        holders, lenders and their legal, financial or other
        advisors, as appropriate, to explain the Debtors'
        restructuring proposal;

    (k) work with interested participants in the Enhancement
        Transaction and represent the Debtors in negotiations

    (l) if appropriate, coordinate with new sources of capital
        with respect to the Enhancement Transaction;

    (m) participate in any due diligence process that may be
        conducted by participants in the Enhancement
        Transaction; and

    (n) assist in the closing(s) of the Enhancement Transaction.

Although Debtors owe Carreden prepetition services, the Firm
disclaimed any right it may have to any prepetition monies owed
by the Debtors.


VENUS EXPLORATION: Nasdaq Delists Shares from SmallCap Market
-------------------------------------------------------------
Venus Exploration Inc. (OTCBB:VENX) said that on January 7,
2002, the Company received notification from The Nasdaq Stock
Market stating that Nasdaq has determined to delist the
Company's common stock from The Nasdaq SmallCap Market at the
opening of business on January 8, 2002, due to its failure to
comply with an exception to the net tangible assets/
shareholders' equity requirements.

Effective January 8, 2002, the Company's common stock began
trading on the OTC Bulletin Board (OTCBB) under the symbol
"VENX". The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices, and volume information in
over-the-counter equity securities.

San Antonio-based Venus Exploration Inc. is engaged in the
generation of development, exploitation and exploration
prospects by applying advanced geoscience technologies for the
purpose of increasing shareholder value through the discovery of
oil and natural gas reservoirs in the United States. Venus is
focused in the Expanded Yegua Trend of the Upper Texas and
Louisiana Gulf Coast and the Cotton Valley Trend of East Texas
and Western Louisiana and its prospect inventory includes 72
prospects and leases with net unrisked reserve exposure of
approximately 1.0 TCFE.


VISKASE COMPANIES: Amends Rights Agreement With Harris Trust
------------------------------------------------------------
Viskase Companies, Inc. amended its Rights Agreement, dated June
26, 1996, between the Company and Harris Trust and Savings Bank.
Under the Rights Agreement, as amended, from the date of the
amendment through July 1, 2002, all Rights outstanding (other
than those held by a 41%-or-more stockholder and certain other
specified persons) will automatically, without any further
action of the Board of Directors, be exchanged for shares of
common stock of the Company at an exchange rate of one share of
common stock per Right simultaneous with any Person becoming a
41%-or-more stockholder.


W.R. GRACE: Asks Court To Extend Removal Period Through July 2
--------------------------------------------------------------
James W. Kapp, III, Esq., at Kirkland & Ellis tells Judge
Fitzgerald that W. R. Grace & Co., and its affiliated Debtors
are named defendants in approximately 65,000 asbestos-related
lawsuits in various state and federal courts involving
approximately 232,000 different individual claims. One or more
Non-Debtor Affiliates are named defendants in approximately
eight asbestos-related fraudulent conveyance actions in various
state and federal courts that also involve large numbers of
individual claims. There are also numerous other lawsuits,
including, but not limited to environmental actions, in which
one or more of the Debtors and/or the Non-Debtor Affiliates are
named defendants in various state and federal courts. Many of
these Asbestos Actions, Fraudulent Conveyance Actions and
Miscellaneous Actions were filed prior to the Petition Date

By Motion, the Debtors ask for a second extension of the
period during which they may remove actions pending as of the
Petition Date from their respective situ to federal court
through and including July 2, 2002.

Since the Petition Date, a number of additional Asbestos
Actions, Fraudulent Conveyance Actions and Miscellaneous Actions
have been filed and are continuing to be filed. The Debtor and
the Non-Debtor Affiliates believe that these Postpetition
Actions are void because they were filed in violation of the
automatic stay provisions of section 362(b) of the Bankruptcy
Code and reserve the right to subsequently assert such a defense
in these Chapter 11 cases or in any other appropriate forum.

In the months since the Petition Date, the Debtors have
attempted to address the central task in these Chapter 11 cases,
which is to determine the true scope of the Debtors' liability
to asbestos claimants and then to provide for the payment of
valid claims on a basis that preserves the Debtors' still-strong
core business operations. At a hearing on May 3, 2001, Judge
Farnan tasked the Debtors with developing a specific proposal
for adjudicating asbestos-related litigation in these Chapter 11
cases.

On June 27, 2001, Debtors filed a Motion for Entry of Case
Management Order, to Establish Bar Date, to Approve Claim Forms
& Approval of Notice Program, which was set for hearing on July
19, 2001. At the request of the Official Committee Of Property
Damage Claimants and the Official Committee Of Personal Injury
Claimants, the Debtors agreed to move the hearing to August 2,
2001. The Property Damage Committee asked for still more time
and the matter was continued until the fall 2001. Ultimately, a
hearing was scheduled for November 21, 2001. The Property Damage
Committee filed an objection to the Motion on September 7, 2001,
and the Personal Injury Committee filed an objection to the CMO
Motion on September 10, 2001. The Debtors filed a comprehensive
reply on November 10, 2001.

The November 21 hearing was cancelled on November 21, 2001, when
the court announced that these Chapter 11 cases were being
reassigned. A new date has not yet been set for a hearing on the
Case Management Order proposal.

The Debtors assert that the litigation protocol the Company
proposes will, if adopted, streamline the claims adjudication
process by providing a means of resolving the common legal
issues through a fair and orderly process in a single forum
while preserving legitimate personal injury claimants' rights to
trial. While this litigation protocol will not completely
eliminate the Debtors' need to preserve the option to remove
actions to this Court, it should minimize the need to do so.
Nonetheless, until the claims arising from the Actions have been
resolved, whether through this litigation protocol. or
otherwise, the Debtors must preserve the option of removing
Actions to this Court.

As a result, the Debtors believe that it is both prudent and
necessary to seek a further extension of the time to protect
their right to remove any actions that are discovered through
the Debtors' investigation and the claims review process. The
Debtors submit that the relief requested is in the best
interests of the Debtors, their estates and their creditors. The
extension sought will afford the Debtors and the Non-Debtor
Affiliates an opportunity to make fully informed decisions
concerning removal of all actions and will assure that the
Debtors and the Non- Debtor Affiliates do not forfeit valuable
rights of removal. Furthermore, the rights of the Debtors'
adversaries will not be prejudiced by such an extension because,
in the event that a matter is removed, the other parties to such
Action(s) sought to be removed may seek to have the action
remanded to the state court pursuant to 28 U.S.C. Sec. 1452(b).

The Debtors further request that the order requested herein be
without prejudice to (i) any position the Debtors or the Non-
Debtor Affiliates may take regarding whether section 362(b) of
the Bankruptcy Code applies to stay any actions; and (ii) the
right of the Debtors and/or the Non-Debtor Affiliates to seek
future extensions of time to remove any and all Actions.

Objections to the extension, if any, must be filed by January
14, 2002. If no objection is filed, the extension to July 2 will
be granted. If a party-in-interest interposes an objection, the
Court will convene a hearing on a date to be determined and the
deadline will run through the conclusion of that hearing. (W.R.
Grace Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WESTERN WIRELESS: Weak Results Prompt S&P's Ratings Downgrade
-------------------------------------------------------------
Standard & Poor's lowered its ratings on Western Wireless Corp.
and placed the ratings on CreditWatch with negative
implications.

The downgrade is based on the continued weakening of the
company's domestic operations' competitive position, as
indicated by preliminary operating results for 2001 and higher
cash flow exposure due to the start-up losses of its
consolidated international operations.

On January 7, 2002, the company announced preliminary operating
results for the fourth quarter and full year of 2001 that were
well below Standard & Poor's expectations. In the fourth
quarter, typically the industry's strongest, subscriber
additions for Western Wireless were only 19,000, a significant
drop from 41,000 in the third quarter. In addition, higher costs
of converting domestic subscribers to CDMA and TDMA platforms
from analog, and the overall higher cost to acquire subscribers
are also expected to impact cash flow performance, resulting in
an EBITDA decline in the fourth quarter of between 12% to 15%
compared with the same quarter in 2000, despite billing, long
distance, and roaming cost savings achieved in 2001. In
addition, increasing competition in at least one-third of the
company's territory is expected to keep subscriber acquisition
costs and churn from declining to historical levels, which will
continue to negatively affect operating margins.

The consolidation of Western Wireless's recently acquired
Austrian subsidiary tele.rim has also negatively affected cash
flow metrics. In the third quarter of 2001, EBITDA decreased to
$49.7 million from $86.0 million in the same period of 2000,
with the margin dropping to 17% from 39%. Debt service measures
have likewise deteriorated, with EBITDA interest coverage
declining to 1.2 times from 2.0x, and debt to trailing 12-
months' EBITDA jumping to 7.5x in the same period. Because the
two largest international operations in Ireland and Austria are
still reporting EBITDA losses, cash flow and credit measures are
expected to continue to suffer in 2002. Nonetheless, because
Western Wireless's international operations are not part of the
borrowing group for the company's credit facility, these losses
have no impact on the convenant calculations.

The CreditWatch listing reflects Standard & Poor's concerns that
continued deteriorating operating results in Western Wireless's
domestic operations could potentially result in violations of
financial convenants under its credit facility, particularly
after December 2002 when covenants become stricter. Standard &
Poor's will assess the impact of cash flow performance on
covenant compliance, and the company's financial and operating
strategy in light of an increasingly difficult operating
environment, before resolving the CreditWatch listing.

Ratings Lowered and Placed on CreditWatch with Negative
Implications

Western Wireless Corp.                TO        FROM
  Corporate credit rating             BB-       BB
  Senior secured bank loan            BB-       BB
  Subordinated debt                   B         B+


* BOND PRICING: For the week of January 14 - 18, 2002
-----------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05               24 - 26 (f)
Asia Pulp & Paper 11 3/4 '05    26 - 28 (f)
AMR 9 '12                       91 - 93
Bethlehem Steel 10 3/8 '03      10 - 12 (f)
Chiquita 9 5/8 '04              88 - 90 (f)
Conseco 9 '06                   45 - 48
Enron 9 5/8 '03                 21 - 23 (f)
Global Crossing 9 1/8 '04       12 - 13
Level III 9 1/8 '04             52 - 54
KMart 9 3/8 '06                 62 - 66
McLeon 11 3/8 '09               26 - 28 (f)
NWA 8.70 '07                    82 - 84
Owens Corning 7 1/2 '05         33 - 35 (f)
Revlon 8 5/8 '08                43 - 45
Royal Carribean 7 1/4 '06       80 - 84
Trump A/C 11 1/4 '06            64 - 66
USG 9 1/4 '01                   78 - 82 (f)
Westpoint 7 3/4 '05             31 - 33
Xerox 5 1/4 '03                 92 - 94

                           *********

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

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Wednesday's edition of the TCR. Submissions about insolvency-
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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
de Roda, Aileen Quijano 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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                  *** End of Transmission ***