Pricing Supplement Dated November 28, 2001      Rule 424(b)(3)
(To Prospectus dated June 18, 2001 and          File Nos. 333-62516,
Prospectus Supplement dated July 20, 2001)      333-62516-01, 333-62516-02,
                                                333-62516-03, 333-62516-04

Senior Subordinated Medium-Term Notes Series E
(U.S. $ Fixed Rate)

Trade Date: November 28, 2001      Original Issue Date: December 11, 2001
Principal Amount: $50,000,000      Net Proceeds to Issuer: $49,000,000
Issue Price: 98.00%                Agent's Capacity:
Selling Agent's                    x Principal Basis      Agency Basis
Commission/Discount: 2.00%
Interest Rate: 6.50% per annum     Interest Payment Dates:
Maturity Date: December 11, 2016   Monthly on the 11th day of each month
                                   commencing January 11, 2002
Form:       x     Book Entry

                  The Notes cannot be redeemed prior to maturity
           x      The Notes may be redeemed prior to maturity commencing
                  December 11, 2004 and on any June 11 or December 11
                  thereafter on 30 calendar days notice.

      Initial Redemption Date: December 11, 2004

      Initial Redemption Percentage: 100%

      Annual Redemption Percentage Reduction: N/A


           x      The Notes cannot be repaid prior to maturity
                  The Notes can be repaid prior to maturity at the
                  option of the holder of the Notes

      Optional Repayment Date:   N/A

      Optional Repayment Price:  N/A

Discount Note:     Yes      x   No

The defeasance and covenant defeasance provisions of the Senior Subordinated
Indenture described under "Description of Senior Debt Securities and Senior
Subordinated Debt Securities -- Defeasance and Covenant Defeasance" in the
Prospectus will apply to the Notes. The Notes described herein are being
Purchased by Salomon Smith Barney (the "Agent"), as principal, on the terms
and conditions described in the Prospectus Supplement under the caption
"Plan of Distribution of Medium-Term Notes."  The Notes will be sold to the
public at varying prices relating to prevailing market prices at the time of
resale as determined by the Agent.  The net proceeds to the Company will be

                             Salomon Smith Barney