TCR_Public/010102.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 2, 2001, Vol. 5, No. 1

                           Headlines

ACCORD ADVANCED: Files for Chapter 11 Protection
APPLIED MAGNETICS: Auditor Arthur Andersen Tenders Resignation
BOO.COM: Taps Bid4Assets to Sell Remaining Assets
CAMBIOR, INC: Closes on New $65,000,000 Credit Facility
CROWN VANTAGE: KPS Special Situations Inks Asset Purchase Pact

CTI GROUP: Graphic Designer Seeks More Time to Restructure
DIGITAL BROADBAND: Communications Provider Files for Chapter 11
DYNEX CAPITAL: California Investment Says Merger is Still On
FRUIT OF THE LOOM: Signs New Insurance Financing Deal with AFCO
GENER S.A.: S&P Places BBB- Rating on CreditWatch

GENESIS HEALTH: Announces Results for Fiscal Year Ended Sept. 30
GRAND COURT: Director & COO Paul Jawin Resigned
HARNISCHFEGER: Sets-Up Procedure for Headquarters Auction
ICG COMMUNICATIONS: Taps Wasserstein as Financial Advisor
IGI, INC.: Dismisses PwC & Retains KPMG as New Auditors

INTEGRATED HEALTH: Resolves Payment Dispute with Med IV Creditors
JARAN AEROSPACE: New York Aerospace Firm Files Chapter 7 Petition
KENETECH: KC Merger Announces Acceptance of Asset Purchase Offer
LERNOUT & HAUSPIE: Needs More Time to File Schedules & Statements
LTV CORPORATION: Thursday, Considers Filing Chapter 11 in Ohio

LTV CORPORATION: Friday, Files Chapter 11 Cases in Youngstown
MONTGOMERY WARD: Files Chapter 22 & Plans to Liquidate (Finally)
MONTGOMERY WARD: Case Summary and 20 Largest Unsecured Creditors
MULTICARE COMPANIES: Reports Financial Results for FY 2000
NATIONAL HEALTHCARE: Florida Okays Change of Ownership Licensing

OWENS CORNING: Stipulation Allows Relief from Stay for G. Carroll
PACIFIC CENTURY: Moody's Confirms Debt Ratings; Outlook Negative
PILLOWTEX: Applies to Employ Arthur Andersen as Consultants
PROTECTION ONE: Names Claudia Larkin Senior Director of Marketing
REGAL CINEMAS: Miami Herald Says a Bankruptcy Filing is No Secret

RITE AID: Announces Executive Changes in Accounting and Finance
SAFETY-KLEEN: SystemOne Deal is Signed, Sealed and Delivered!
STERLING CHEMICALS: Annual Meeting Set for January 24 in Houston
SUN HEALTHCARE: Selling Chicago Property for $1.6 Million in Cash
SUNBEAM: E&Y Will No Longer Provide Separate Coleman Audit

TOKHEIM CORP: Series B & C Warrants Started Trading on Dec. 22
TRANS ENERGY: Will File Motion to Dismiss Involuntary Petition
VERDANT BRANDS: Completes Sale of Product Line to Woodstream
WHEELING-PITTSBURGH: Employs PwC as Auditors & Accountants
WISER OIL: Board Approves Dividend Payment to Series C Preferreds

                           *********

ACCORD ADVANCED: Files for Chapter 11 Protection
------------------------------------------------
Accord Advanced Technologies (OTCBB: AVTI) Thursday announced that
they have filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code for its wholly owned subsidiary,
Accord SEG (Semiconductor Equipment Group).

Accord called the filing a necessary component of its strategy to
create a sustainable capital structure with improved cash flow,
enhance its manufacturing operations, and improve its
profitability.

"While the decision to file a Chapter 11 petition was not an easy
one, the board of directors determined that it was the best means
of obtaining the financial flexibility to address our economic and
competitive challenges," said Chief Executive Officer Travis
Wilson.

"We are committed to using the 'breathing room' provided under
Chapter 11 to implement a strategic plan designed to ensure the
long term viability of our company for the benefit of our
employees, customers, vendors, and our shareholders."

Contracts with Chinese companies that totaled approximately
US$2,000,000 were shelved due to an unexpected increase in
equipment/parts costs that were due from market conditions. The
shelving of these contracts caused a significant decrease in
Accord's operating revenues and corresponding cash flows.

Accord is still currently involved with other future business
opportunities with these companies.

Secondly, Accord's facility was damaged from an unforeseen rupture
of a water supply line. Manufacturing operations were suspended or
interrupted for several weeks, while repairs were made and
insurance appraisers were making further evaluations of the
damages. This event caused further delays in scheduled shipments,
further handicapping the company's ability to meet current
obligations.

Accord does carry sufficient insurance coverage, and is seeking
some interim relief from insurance claim settlements.

Lastly, difficulties with the landlord that resulted in a
temporary lockout of the facility caused further delays in
scheduled shipments, thus, exacerbating the company's cash flow
problems.

"Our plan is to work through the issues regarding the
restructuring as quickly as possible. This filing is therefore in
the best interests of both Accord and its creditors, in that, it
affords us the time and protection necessary to stabilize and
develop a long-term plan that will address both our debts and our
future. It is undoubtedly the best course of action."

Accord has completed work for such well-known companies as
American Microsystems, Honeywell, Rockwell International,
Integrated Solutions, Motorola, Intel, MRC (Sony), California
Micro Devices, Eastman Kodak, National Semiconductor, Siemens
Semiconductor Group, Lockheed, IDT and Texas Instruments.


APPLIED MAGNETICS: Auditor Arthur Andersen Tenders Resignation
--------------------------------------------------------------
According to a filing made with the S.E.C., Arthur Andersen, LLP
resigned as auditors of Applied Magnetics Corporation on 4
December. The Company, which has been operating under Chapter 11
protection since January 7, 2000, stated that the firm's reports
on the "Company's financial statements for the past two fiscal
years did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to audit scope, uncertainty
or accounting principles, except as follows: The report of Arthur
Andersen LLP for the fiscal year ended October 3, 1998 was
modified as to uncertainty regarding the ability of the Company to
continue as a going concern. Arthur Anderson LLP did not issue an
audit opinion on the financial statements as of and for the fiscal
year ended October 2, 1999. The Company also announced that it is
currently in the process of searching for a new accountant. (New
Generation Research, Inc., 28-Dec-00)


BOO.COM: Taps Bid4Assets to Sell Remaining Assets
-------------------------------------------------
Bid4Assets, the leading full-service asset disposition firm
specializing in assets from distressed situations, announced that
it has been commissioned to auction the remaining U.S. assets of
defunct boo.com north america inc. The sale includes high-end
computer equipment originally valued at over $100,000.

The auction will be held online from Jan. 7 - 9, 2001 at
www.bid4assets.com.  Asset inspection will be held on Tuesday,
Jan. 4, 2001 from 10 a.m. - 1 p.m. ET in New York City.
Inspections are by appointment only and can be arranged by calling
Bid4Assets at (877) 427-7387 or by email at
service@bid4assets.com.

Boo.com, a British-based e-retailer that had operated in 18
countries, shut down operations earlier this year due to lack of
funds. The British holding company's U.S. headquarters were
located in New York. Selling the assets of boo.com north america
-- which includes desktop computers, laptops and monitors -- is
the last step for the e-commerce company in its efforts to
liquidate its remaining assets.  The company filed under Chapter
11 of the U.S. bankruptcy code in U.S. Bankruptcy Court in the
Southern District of New York.

According to Bid4Assets CEO Tom Kohn, the company has reassigned
resources to handle liquidations for this growing trend in failed
dot.coms. "We believe the best way to sell Internet assets is on
the Internet. Our experience selling these types of assets has
brought, and will continue to bring, the best return to
creditors."

Boo.com has already sold everything from inventory to its back-end
order fulfillment technology and domain names. Most of the assets
were purchased by Fashionmall.com, which has relaunched Boo.com.
Interested parties can schedule a time through Bid4Assets to
inspect the equipment in the former Boo.com New York office.
Boo joins the growing list of failed Internet companies and
technology companies that have been liquidated by Bid4Assets,
making the company a leader in maximizing the return on the sale
of failed dot.coms. Sales have included Value America, Broadband
Infrastructure Group, Civiczone.com as well as a dozen other
companies that have chosen to remain anonymous.


CAMBIOR, INC: Closes on New $65,000,000 Credit Facility
-------------------------------------------------------
Cambior continues the extensive legal process in preparation for
the simultaneous closing of the new $65 million credit facility
and the $55 million prepaid gold forward sale agreement in order
to complete its financial restructuring plan. All material
conditions have been already fulfilled, such as the payment of $35
million to the creditors on December 8, 2000 from the proceeds of
the sale of the La Granja copper property, and the conversion of
Jipangu's first rank mortgage into a $3.7 million subordinated
debt and equity through a private placement of a $6.3 million as
announced on December 21, 2000.

However, final legal documentation and perfection of certain
security on Cambior's assets were delayed by the complexity of the
transactions involving multiple parties and jurisdictions and
disruption caused by the Holiday Season. Consequently, Cambior and
its new creditors agreed to extend the committed financial
restructuring plan and postpone the simultaneous closing of the
new credit facility and the prepaid gold forward sale agreement,
initially scheduled for late December 2000, to or prior to January
12, 2001.

Accordingly, Cambior's current lenders agreed to a two-week
extension for the completion of the financial restructuring plan,
with no additional financial charge or cost to Cambior other than
the interest rates disclosed in the press release dated September
29, 2000.

Cambior Inc. is an international gold producer with operations,
development projects and exploration activities throughout the
Americas. Cambior's shares trade on the Toronto and American
(AMEX) stock exchanges under the symbol "CBJ".


CROWN VANTAGE: KPS Special Situations Inks Asset Purchase Pact
--------------------------------------------------------------
Crown Vantage Inc. (OTC Bulletin Board: CVANQ) and its wholly
owned subsidiary Crown Paper Co. announced that Crown Paper has
entered into a definitive asset purchase agreement with a wholly
owned subsidiary of KPS Special Situations Fund, LLC, for the sale
of substantially all of the specialty, packaging, text and cover
papers business of Crown Paper, including the name "Curtis Papers
Inc.," which shall be the KPS subsidiary name after the sale
closes.  As previously announced, Crown Paper and KPS had entered
into a Letter of Intent on November 2, 2000, relating to the sale
of these assets.

The consideration for the acquisition of the assets to be
purchased is $14.25 million in cash (subject to a working capital
adjustment at closing) and a $7.5 million note payable in seven
years, with interest payable in cash or additional notes at the
option of Curtis Papers Inc.  In addition, if Curtis subsequently
sells certain assets above a threshold level, under certain
specific conditions, Crown Paper will be entitled to share in the
proceeds of any such sale.  Curtis has also agreed to assume
certain liabilities of Crown Paper -- primarily relating to
operating the business to be sold - that may arise after the
filing of the Chapter 11 case.

The acquisition, which would occur as a sale of assets under
Section 363 of the Bankruptcy Code, is subject to the receipt of
higher or better offers, to Bankruptcy Court approval and certain
other customary conditions.  Pursuant to an Order of the United
States Bankruptcy Court for the Northern District of California,
competing offers must be submitted prior to January 9, 2001.  A
hearing before the Bankruptcy Court is scheduled for January 12,
2001, which hearing may be adjourned from time to time by the
Bankruptcy Court.  The Official Committee of Unsecured Creditors
and the Agents for the Secured Lenders have approved the signing
of the Asset Purchase Agreement.

"Upon consummation, this sale will allow Crown Vantage to  
reorganize around our principal asset, our integrated coated
publishing and specialty papers mill in St. Francisville,
Louisiana," said Crown Vantage President and CEO, Robert A. Olah.  
"Our creditors recognize the increased flexibility this gives us
as we hasten toward a Chapter 11 plan of reorganization."

Crown Vantage is a leading manufacturer of value-added papers for
printing, publishing and specialty packaging.  The Company's
diverse products are tailored for the special needs of target
markets.  End users include specialty magazines and catalogs,
financial printing and corporate communications, packaging and
product labels, coffer filters and disposable medical garments --
and hundreds more.  For more information, visit
http://www.crownvantage.com.


CTI GROUP: Graphic Designer Seeks More Time to Restructure
----------------------------------------------------------
CTI Group Inc., a company that specializes in graphic design and
digital prepress for corporate graphic art departments, filed for
chapter 11 bankruptcy reorganization in mid December, according to
Portland's Business Journal.  The 10-year-old Portland company has
enough money to cover payroll and other expenses, and it has
received a $750,000 revolving line of credit from one of its
creditors to help pay its bills, according to papers filed in U.S.
Bankruptcy Court.

Another hearing on CTI's post-petition financing is scheduled on
Jan. 10 in bankruptcy court. The once-financially solid CTI
stumbled this year when a major customer drastically cut back its
$4 million a year in printing orders to $1 million. Over the past
several years, the company also rapidly acquired several smaller
graphics businesses and new equipment. CTI has facilities in
Northwest Portland and Vancouver.

"They grew too fast, incurred too much debt and had a major
customer that had its own financial problems, and those two things
caught them in a position with too much debt service," said Albert
Kennedy, an attorney at Tonkon Torp, which represents CTI Group.
There's no danger of the company going out of business, he said.
Kennedy predicted CTI, which employs 90 and reported revenue of
$13 million last year, would emerge from bankruptcy in April.
(ABI, 28-Dec-00)


DIGITAL BROADBAND: Communications Provider Files for Chapter 11
---------------------------------------------------------------
Digital Broadband Communications, Inc., a broadband communications
provider, announced that it has filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court in Wilmington, Delaware. Digital Broadband has
retained a small technical and operations staff to support its
customers and maintain its network through January 12, 2001.

Earlier in the month, Digital Broadband announced that it was
cutting back its business operations and laying off a substantial
portion of its workforce.

Due to a dramatic downturn in the financial markets, Digital
Broadband was unable to attract sufficient additional financing to
maintain its growth. After the reduction in force, Digital
Broadband continued to pursue strategic alternatives, but to date
none has materialized. Therefore, Digital Broadband finds it
necessary to seek bankruptcy protection and wind down its business
operations in an orderly manner.


DYNEX CAPITAL: California Investment Says Merger is Still On
------------------------------------------------------------
Dynex Capital, Inc. (NYSE: DX) announced that California
Investment Fund, LLC ("CIF") has executed the letter sent by the
Company dated December 22, 2000.

As previously reported, the Company declared that CIF was in
breach of its obligation to provide certain evidence of financing
in accordance with the terms of the merger agreement entered into
between the parties on November 7, 2000 and sent a letter to CIF
to that effect on December 22nd. Under the terms of the
countersigned December 22nd letter, CIF has now agreed to deliver
to the Company on or before January 25, 2001 "written binding
commitment(s)" or "definitive agreements" from one or more third
parties sufficient to provide CIF with the financing necessary to
consummate the transaction, as well as the written consent to the
merger transaction, including the financing, by a sufficient
number of the holders of the Company's senior unsecured notes due
July 2002. Pursuant to the December 22nd letter agreement, if CIF
does not satisfy either of these additional obligations, the
Company has reserved its right to terminate the merger agreement
for the declared breach and/or for any breach of the additional
obligations. Although CIF sent a letter to the Company dated
December 26, 2000 indicating that it does not agree with the
Company's declaration of a breach under the merger agreement, CIF
nevertheless executed the December 22nd letter.

The Company also announced that, at CIF's request, the parties
agreed that the revised date for the filing of the preliminary
proxy materials with the Securities and Exchange Commission will
be January 29, 2001. Shareholders are urged to read the proxy
statement when it becomes available, and any other relevant
documents filed with the SEC, because such documents will contain
important information regarding the merger transaction.
The merger is subject to financing, shareholder approval and other
customary conditions and there can be no assurance at this time
that the requirements or conditions set forth in the merger
agreement will be satisfied and the merger completed.

Dynex Capital, Inc. is a financial services company that elects to
be treated as a real estate investment trust (REIT) for federal
income tax purposes.


FRUIT OF THE LOOM: Signs New Insurance Financing Deal with AFCO
---------------------------------------------------------------
Prior to the bankruptcy filing, Fruit of the Loom contracted with
AFCO to finance premium payments on certain insurance policies.
The Court approved a stipulation between AFCO and Fruit of the
Loom on February 8, 2000, that permitted payments to AFCO for two
prepetition premium finance agreements and another similar one,
postpetition. Robert J. Ratner Esq., is general counsel for AFCO
Credit Corporation. Irene Kaminaki, of insurance broker Marsh USA
Inc., a unit of Marsh McLennan, is Fruit of the Loom`s agent.

In the ordinary course of business, Fruit of the Loom is required
by state and federal law to maintain insurance policies including
general liability, property and various other types of coverage
customarily held by firms of similar size.

Fruit of the Loom proposes an agreement to finance premiums of
$1,726,001 owed to Royal Insurance Company of America for property
insurance, policy No. RIY60402-1. Fruit of the Loom will make a
down payment of $551,500 leaving $1,174,501 to be financed by
AFCO. Eight monthly payments of $151,041 at an annual interest
rate of 7.62% are proposed. The agreement is on terms that are
standard in the industry, including the granting of a lien by
Fruit of the Loom in favor of AFCO on "any and all unearned
premiums and dividends which may become payable under the policy
for whatever reason and loss payments which reduce the unearned
premiums subject to any mortgagee or loss payee interests.and its
interest which may arise under any state guarantee fund relating
to the policy."

The grant of a lien is customary outside bankruptcy. Therefore,
without the benefit of a lien, Ms. Stickles argues that neither
AFCO nor any other insurance premium financer would enter a
similar agreement. In addition, based on its attempts to obtain
insurance premium financing from other sources shortly after the
petition date, Fruit of the Loom believes that it would be
extremely difficult to obtain terms for such financing as
advantageous as those provided by AFCO.

Fruit of the Loom requests that AFCO's security interest under the
agreement be deemed duly perfected without further action by AFCO.
J. Kate Stickles Esq., of Saul Ewing, argues that many courts have
concluded that an insurance premium financer's need for security
interest in unearned premiums is deemed perfected without the need
for any further action. Premium Finance Specialists v. Lindsey, 11
B.R. 135 (E.D. Ark. 1981) and Borg-Warner Credit Corp. v. RBS
Industries Inc., 67 B.R. 946 (Bankr. D. Conn. 1986).

Fruit of the Loom and AFCO agree that any payment default must be
cured within ten days. If not, upon written notice to Fruit of the
Loom Inc., its counsel and counsel for the creditor's committee,
the automatic stay shall be lifted and AFCO shall be free to
exercise all rights and remedies available to it under the
agreement. This includes the right to cancel the policy and obtain
all unearned and return payments payable. Out of the funds
obtained upon cancellation, AFCO is authorized to retain the sum
of $1,174,501 (plus interest at a rate specified in the
agreement), less any sums paid by Fruit of the Loom. AFCO shall
pay Fruit of the Loom any funds in excess of this amount. If the
funds are insufficient, the deficiency shall constitute an
administrative expense of the estate under section 503(b). If the
policy expires or is cancelled for any reason, or if the insurance
carrier otherwise requires, Fruit of the Loom agrees to take all
reasonable steps to cooperate with any audit conducted by the
carrier and shall make its books and records available.

Entering into the agreement is in the best interests of Fruit of
the Loom and its estates because it is the only method to maintain
insurance coverage as required by state and federal law.

On November 30, 2000, Judge Walsh approved an interim order
authorizing the agreement.  A hearing on entry of a final order is
scheduled for tomorrow, January 3, at 2 p.m. EST.  (Fruit of the
Loom Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GENER S.A.: S&P Places BBB- Rating on CreditWatch
-------------------------------------------------
Standard & Poor's placed its triple-'B'-plus rating on Gener S.A.,
a Chilean generation company, and its triple-'B'-minus rating on
Empresa Electrica Guacolda S.A., a single-asset thermal generator
that is 50% owned by Gener, on CreditWatch with negative
implications. The ratings had been on CreditWatch with developing
implications, where they were placed on Oct. 9, 2000 as a result
of acquisition interest in Gener. Guacolda's rating is affected
since it benefits from its affiliation with Gener.

This action reflects AES Corp.'s (double-'B', CreditWatch
positive/--) acquisition of 61.57% of Gener on the Santiago stock
exchange auction for US$841 million. On Dec. 12, 2000, Gener's
shareholders approved the removal of an ownership limit on the
company from 20%. According to a recently approved Chilean law,
AES must also launch a second share offer for all outstanding
shares of Gener because it is looking to take control of more than
two-thirds of Gener.

If AES Corp. is successful in acquiring Gener in its (relative)
entirety (between 80% and 100%), Gener's rating will likely be
lowered. Since AES Corp. is seeking to structurally insulate
Gener, Gener's rating will not necessarily fall to that of AES
Corp. Guacolda's rating may or may not be lowered, depending upon
the determination of creditworthiness at Gener and its continued
benefit to Guacolda's stand-alone credit profile, Standard &
Poor's said.


GENESIS HEALTH: Announces Results for Fiscal Year Ended Sept. 30
----------------------------------------------------------------
Genesis Health Ventures, Inc. (OTCBB: ghviq) announced results for
its fiscal year ended September 30, 2000.

Revenues for the fiscal year ended September 30, 2000 were $2.4
billion and earnings before interest, taxes, depreciation and
amortization (EBITDA) and excluding impairment of assets and other
charges were $201.4 million.

The Company recorded impairment of assets and other charges in the
fourth quarter of fiscal 2000 of approximately $357.2 million,
consisting of the following:

   -- Provision for Statement of Financial Accounting Standards
       No. 121 "Accounting for the impairment of long-lived assets
       and for long-lived assets to be disposed of" (SFAS 121),
       terminated operations, and other asset impairments --
       $323.6 million

   -- Debt restructuring, reorganization and other charges --
       $33.6 million

The provision for SFAS 121 impairments, terminated operations, and
other asset impairments primarily represents the write-down of
goodwill and other long-lived assets of acquired operations which
are not deemed recoverable. The provision for debt restructuring,
reorganization and other charges principally represents costs
associated with Genesis' and its 43.6% owned affiliate, The
Multicare Companies, Inc.'s (Multicare) filings under Chapter 11
of the U. S. Bankruptcy Code, severance costs and provision for
investments in formerly managed operations.

In addition to the items described above, the Company recorded in
the fourth quarter incremental operating expenses related to
provisions for benefit-related costs, primarily adverse
development in self-insured employee health coverage, of $21.5
million and an additional provision of $9.1 million related to
accounts receivable which are deemed uncollectible. The Company's
fourth quarter EBITDA, excluding impairment of assets and other
charges as well as the additional provisions for benefit related
costs and uncollectible accounts receivable, was $49.3 million,
compared to $54.7 million in the preceding third quarter.

Net loss before cumulative effect of a change in accounting
principle and preferred stock dividends for the fiscal year ended
September 30, 2000 was $831.1 million.

Genesis and Multicare expect to file their Form 10-K's with the
Securities and Exchange Commission in late January 2001 upon
completion of their annual audits. Accordingly, Genesis and
Multicare have requested a waiver under their debtor-in-possession
credit facilities from the 90-day requirement for delivery of
audited financial statements.

Genesis Health Ventures provides eldercare in the eastern United
States through a network of Genesis ElderCare skilled nursing and
assisted living centers plus long term care support services
nationwide including pharmacy, medical equipment and supplies,
rehabilitation, group purchasing, consulting and facility
management.


GRAND COURT: Director & COO Paul Jawin Resigned
-----------------------------------------------
On March 20, 2000, Grand Court Lifestyles, Inc. filed a petition
for reorganization in the United States Bankruptcy Court, District
of New Jersey under Chapter 11 of the United States Bankruptcy
Code.

On November 30, 2000, Paul Jawin, a member of the company's Board
of Directors and Chief Operating Officer of the company, resigned
effective as of December 1, 2000 his positions as director and
officer with the company and its affiliates.


HARNISCHFEGER: Sets-Up Procedure for Headquarters Auction
---------------------------------------------------------
Upon the motion of the South Shore Corporation, the U.S.
Bankruptcy Court for the District of Delaware authorized an
auction sale of Property to be conducted on February 6, 2001, at
9:00 a.m. at the offices of Pachulski Stang Ziehi Young & Jones
PC, 919 Market Street, 16th Floor, Wilmington, Delaware. The
Property, referred to as the Realty, is located at 3600 South Lake
Drive, St. Francis, Wisconsin.

Wiitten bids for the acquisition for the Property must be received
by Debtor's counsel, Kirkland & Ellis, and Pachuiski, Stang,
Ziehl, Young & Jones P.C. by no later than 4:00 p.m. on February
2, 2001.

Any successful bidder at the Auction will be expected to execute a
purchase and sale contract in substantially the same form as that
executed between South Shore and L&J Schmier Management and
Investment Co. (the Purchaser). Judge Walsh directs that all
offers for the Property must exceed the Purchaser's offer of
$6,000,000 by no less than $250,000,00 and if the Auction is
conducted, all bids submitted during the Auction must exceed the
immediately preceding bid by a minimum of $50,000.

The Court's order also provides that:

(1)  Upon a prospective purchaser's reasonable request, the Debtor
      shall grant access to the Property and to the Submittals
      until February 5, 2001 at 4:00 p.m. Central time;

(2)  The Debtor shall circulate to all potential purchasers the
      form of Agreement that the Debtor has executed with
      Purchaser and a copy of the Court's Bid Procedures Order;

(3)  In order for a bid by a prospective purchaser to be
      considered, it must be submitted by a `qualified bidder,"
      defined as one who has complied with the terms and
      conditions set forth in the Bidding Procedures Order and has
      demonstrated to the Debtor's satisfaction financial
      wherewithal to consummate and close the transaction 2
      contemplated by the Agreement.

(4)  All offers must be for cash (or cash equivalents), payable in
      full at the Closing, and not subject to any financing
      contingencies;

(5)  All bids must be accompanied by a deposit of $100,000 which
      will be returned within 3 business days from the conclusion
      of the Auction if the bid is not accepted;

(6)  The Deposit of the successful bidder shall be treated in
      accordance with the Agreement, except that the Deposit shall
      be forfeited in the event that the successful bidder fails
      to execute the Agreement;

(7)  Each bid must fully disclose the identity of all persons,
      firms, corporations or other entities having an actual or
      proposed economic, direct, indirect or other interest in the
      bidder's proposed acquisition of any of the Property.

(8)  Each bid must provide sufficient information regarding the
      bidder to satisfy the Debtor with respect to the bidder's
      ability to meet its obligations at closing and to perform
      under all executory contracts to be assumed and assigned as
      set forth in section 365(f) of the Bankruptcy Code; Such
      infonnation should include a current financial statement and
      a description of the nature and source of any financing to
      the bidder in connection with its proposed purchase of the
      Property.

(9)  Bids submitted on the Bid Date, as modified by a bidder at
      the Auction, shall remain open and irrevocable through the
      conclusion of the hearing to approve the sale of the
      Property.

(10) Acceptance of a bid shall be subject to the entry of an Order
      by the Court.

(11) Upon the conclusion of the Auction, all bidders must be
      prepared immediately to enter into and execute an agreement
      to acquire the Property that is substantially in the form of
      the L&J Agreement.

(12) All bidders must submit with their offer a copy of the
      Agreement highlighted to show any changes such bidder would
      require to be made to such form of agreement.

(13) In the event the Debtor, or any trustee in bankruptcy for the
      Debtor, executes and closes an agreement providing for the
      sale of the Property with any party other than the
      Purchaser, Seller shall pay $200,000 to the Purchaser as a
      break-up fee.

(Harnischfeger Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ICG COMMUNICATIONS: Taps Wasserstein as Financial Advisor
---------------------------------------------------------
ICG Communications and its debtor-affiliates present their
Application to the U.S. Bankruptcy Court for the District of
Delaware requesting authority to employ Wasserstein Perella & Co.,
Inc., as their financial advisors under the terms of an engagement
letter dated September 29, 2000. Under the terms of the engagement
letter, WP&Co will perform the following services:

   (a) A recapitalization or restructuring (including without
limitation through any exchange, conversion, cancellation,
forgiveness, retirement or a material modification or amendment to
the terms, conditions or covenants thereof) of the Debtors' equity
and/or debt securities and/or other indebtedness, obligations or
liabilities (including, without limitation, preferred stock,
partnership interests, lease obligations, trade credit facilities,
and other contract or tort liabilities), including pursuant to an
exchange transaction, a plan or solicitation of consents, waivers,
acceptances, or authorizations, refinancing or repurchase;

   (b) A public or private issuance, sale or placement of equity
or debt securities, instruments or obligations of the Debtors with
one or more lenders and/or investors or any loan or other
financing, excluding any "debtor in possession" financing; and

   (c) The disposition to one or more third parties in one or a
series of related transactions of:

        (i)   a significant portion of the equity securities of
the Debtors by the security holders of the Debtor; or

        (ii)  a significant portion of the assets (including the
assignment of any executory contracts) or businesses of the
Debtors or their subsidiaries, in either case, including through a
sale or exchange of capital stock, options or assets, a lease of
assets with or without a purchase option, a merger, a
consolidation or other business combination, an exchange or tender
offer, a recapitalization, the formation of a joint venture,
partnership or similar entity, or any similar transaction.

WP&Co have further agreed that WP&Co will:

   (a) To the extent WP&Co deems necessary, appropriate and
feasible, familiarize itself with the business, operations,
properties, financial condition and prospects of the Debtors;

   (b) If the Debtors determine to undertake a transaction, advise
and assist the Debtors in structuring and effecting the financial
aspects of such a transaction or transactions, subject to the
terms and conditions of this engagement;

   (c) If the Debtors pursue a restructuring, provide financial
advice and assistance to the Debtors in developing and obtaining
approval of a restructuring plan, which may be a plan under
Chapter 11 of the Bankruptcy Code;

   (d) If requested by the Debtors, in connection therewith,
provide financial advice and assistance to the Debtors in
structuring any new securities to be issued under the Plan;

   (e) If requested by the Debtors, assist and/or participate in
negotiations with entities or groups affected by the plan;

   (f) If requested by the Debtors, participate in hearings before
the Bankruptcy Court with respect to the matters upon which WP&Co
has provided advice, including as relevant, providing testimony in
connection therewith;

   (g) If the Debtors pursue a financing, provide financial advice
and assistance to the Debtors in structuring and effecting a
financing, identify potential investors, and at the Debtors'
request, contact such investors;

   (h) If the Debtors deem it advisable, assist the Debtors in
developing and preparing a memorandum (with any amendments or
supplements thereto) to be used in soliciting potential investors;

   (i) Assist the Debtors and/or participate in negotiations with
potential investors;

   (j) If the Debtors pursue a sale, provide financial advice and
assistance to the Debtors in connection with a sale, identify
potential acquirers, and, at the Debtors' request, contact such
potential acquirers;

   (k) If the Debtors pursue a sale, at the Debtors' request,
assist the Debtors in preparing a memorandum (including any
amendments or supplements thereto) to be used in soliciting
potential acquirers; and

   (l) If requested by the Debtors, assist the Debtors and/or
participate in negotiations with potential acquirers.

Prior to the Petition Date, Kenneth A Buckfire, a managing
director of WP&Co, disclosed that WP&Co had received a total of
$360,000 for prepetition monthly advisory fees. WP&Co has asserted
it is entitled to be compensated as follows:

   (a) A monthly advisory fee of $150,000, which shall be due and
payable beginning October 1, 2000, and thereafter on each monthly
anniversary thereof, beginning with the Monthly Advisory Fee on
April 1, 2001, through the term of the engagement fully creditable
against the restructuring transaction fee;

   (b) In connection with any restructuring a transaction fee,
contingent upon the consummation of such a restructuring and
payable at the closing thereof, or as otherwise contemplated by
the engagement letter, equal to $13 million with an amount equal
to 100% of any sales transaction fee(s) paid, pursuant to
paragraph (d) below, credited against any restructuring fee;

   (c) In connection with any financing, a transaction fee,
contingent upon the consummation of such financing, equal to 1% of
the gross proceeds of any indebtedness issued that is secured by a
first lien, excluding debtor-in-possession financing; 3% of the
gross proceeds of any indebtedness issued that is secured by a
second or more junior lien, is unsecured, and/or is subordinated;
4% of the gross proceeds of any equity securities or any equity-
linked securities issued; and if any other securities or
indebtedness are issued, customary underwriting discount or
placement fees, the exact amounts to be mutually agreed upon;

   (d) In connection with any sale, a transaction fee, contingent
upon the consummation of such sale, and payable at the closing
thereof, equal to 1% of the first $500 million of aggregate
consideration received in connection with any sale, plus .70% of
the aggregate consideration, if any, in excess of $500 million,
with any restructuring fee received pursuant to paragraph (b)
above, credited against the sales transaction fee;

   (e) Reimbursement on a monthly basis for travel and other
reasonable out-of-pocket expenses (including all fees,
disbursements and other charges of counsel to be retained by
WP&Co, and of other consultants or advisors retained by WP&Co with
the Debtors' consent) incurred in connection with, or arising out
of, WP&Co's activities under or contemplated by the engagement;
and for any sales, use or similar taxes incurred by WP&Co in
connection with its engagement.

In addition to this compensation structure, the Debtors have
agreed to indemnify WP&Co in certain circumstances, but excludes
indemnification for gross negligence or willful misconduct by
WP&Co.

Kenneth A Buckfire, a managing director of WP&Co, averred to the
Court that the company holds no interest adverse to the Debtors on
the matters upon which it has been retained, but that in the
interests of full disclosure stated that WP&Co has provided, and
may continue to provide, services to:

        Ernst & Young
        KMC Telecom
        Morgan Stanley Dean Witter & Co.
        SBC Communications
        Ameritech Corp.
        General Electric Capital Corp.
        AT&T Wireless, an affiliate of AT&T Capital Corp.

These parties may be creditors of the Debtors; however, WP&Co will
not represent them in any matters adverse to the Debtors of these
estates.

Further, the following parties are lenders to Wasserstein Perella
Group, Inc., the parent corporation of WP&Co:

                Bank of America
                Bank of Montreal

These entities are creditors of these estates; however, WP&Co
asserts this will not influence its services to the Debtors.

Wasserstein Perella Securities, Inc., an affiliate of WP&Co, has
from time to time made a market in or bought and sold or otherwise
effected transactions for customer accounts and for its own
account in the securities/liabilities of the Debtors. However,
such entity is not an investment banker for any outstanding
security of the Debtors and is not and has not been an investment
banker for any outstanding security of the Debtors in connection
with the offer, sale or issuance of a security of the Debtors.
Thus Securities' activities relating to the Debtors are said not
to represent a conflict of interest such that WP&Co should be
disqualified. (ICG Communications Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


IGI, INC.: Dismisses PwC & Retains KPMG as New Auditors
-------------------------------------------------------
By letter dated November 28, 2000, IGI, Inc. notified
PicewaterhouseCoopers LLP of its dismissal as the company's
principal independent accountants.

Neither of the accountant's reports by PwC on the company's
financial statements for the fiscal years ended December 31, 1999
and December 31, 1998 contained an adverse opinion nor a
disclaimer of opinion except the accountant's report on the
company's financial statements for the fiscal year ended December
31, 1999 contained an explanatory paragraph expressing substantial
doubt as to the company's ability to continue as a going concern.
The decision to change independent accountants was approved by the
Audit Committee of the company's Board of Directors and by the
full Board of Directors on November 28, 2000.

On November 28, 2000, the company engaged KPMG LLP as its new
principal independent accountant.


INTEGRATED HEALTH: Resolves Payment Dispute with Med IV Creditors
-----------------------------------------------------------------
Integrated Health Services, Inc., sought and obtained the Court's
approval of an agreement with Hillco PCS (Hialeah) Limited
Partnership, Todd P. Robinson and Todd Robinson, Inc.
(collectively the Med IV Creditors) in connection with the
obligation for IHS Florida to pay under a Promissory Note secured
pursuant to a property purchase agreement entered with the now
defunct Medical Associates IV and the Med IV creditors.

In June 1998, IHS of Florida at Hollywood Hills, Inc. acquired a
276-bed skilled nursing facility located in Hialeah, Florida from
Medical Associates, pursuant to a Property Purchase Agreement
entered by IHS, IHS of Florida, Medical Associates IV Limited
Partnership and the direct and indirect equity holders of Medical
Associates.

The total purchase price for the Facility was $12,000,000 of which
$9,000,000 was paid in cash and the balance was the subject of an
unsecured promissory note in the original principal amount of
$3,000,000 bearing a stated interest rate of 8% per annum (the
Note). In connection with the transactions under the Purchase
Agreement, IHS, as guarantor, delivered to Medical Associates, as
obligee, a guarantee dated June 30, 1998 guaranteeing the full and
prompt payment of all amounts due under the Note.

The Med IV Creditors have represented to the Debtors that,
effective December 31, 1998, Medical Associates was legally
dissolved, and the Med IV Creditors, the equity holders of Medical
Associates, thereafter became the sole successors-in-interest to
all of the rights of Medical Associates under the Note and
Guarantee.

IHS of Florida failed to make the installment payment of principal
and interest due on January 1, 2000, and pursuant to the terms of
the Note, ten days thereafter the principal balance together with
all accrued interest and other unpaid sums became immediately due
and payable.

On January 11, 2000, the Med IV Creditors and certain other
parties commenced an action against IHS and IHS of Florida in the
General Court of Justice of North Carolina for the County of
Forsyth, Superior Court Division seeking payment of the
outstanding principal balance of the Note, together with interest,
attorneys' fees and penalties. The State Court Action subsequently
was stayed upon the Debtors' intervening Chapter 11 bankruptcy
filings.

On February 16, 2000, the Med IV Creditors moved in the Bankruptcy
Court for an order pursuant to Bankruptcy Rule 2004, to compel an
examination and document production by IHS and IHS of Florida. The
Med IV Creditors, IHS of Florida and IHS thereafter entered into a
stipulation and order establishing the scope and timing of
responses to the Med IV Creditors' discovery requests. which
ultimately resulted in a document production in October
2000.

                           The Agreement

At the conclusion of discovery, the Med IV Creditors advised the
Debtors and the Creditors' Committee of their intention to seek
relief in the Bankruptcy Court on the grounds that IHS of Florida
has no material debt other than the Note and, according to the Med
IV Creditors, does not require the relief afforded under Chapter
11.

In order to avoid protracted expensive and time-consuming
litigation, the parties entered into negotiations and reached
agreement. Pursuant to the Agreement:

   (1) The remaining principal balance of the Note ($2,200,000)
would he paid in cash;

   (2) The Med IV Creditors would waive accrued and unpaid
interest in an amount in excess of $337,000 (through November
2000) and asserted legal fees in excess of $50,000;

   (3) The parties agree to the exchange of mutual releases and
the dismissal, with prejudice, of the State Court Action;

Based upon discovery conducted by the parties, the Debtors have
confirmed that while IHS of Florida is a Chapter 11 filed
subsidiary of IHS, it is not a guarantor of IHS' prepetition bank
debt or of IHS' synthetic lease facility, nor is its stock pledged
to secure any of such debts or obligations. The Debtors have
further confirmed that IHS of Florida has no material debt
(including inter-company debt) other than the outstanding balance
of the Note and accrued and unpaid interest. Annualized operating
results for the ten months through October 2000 show an EBITDARM
for IHS of Florida of $2.5 million, indicating a value
substantially in excess of the balance of the Note. Therefore,
interest and reasonable attorneys' fees would likely have to be
paid in full at confirmation pursuant to any plan of
reorganization for IHS of Florida and IHS.

The Debtors note that by the Agreement, they will realize a cash
savings of at least $387,000 in addition to avoiding costly and
distracting litigation. Moreover, the Agreement provides for,
among other things, the forgiveness of all accrued and unpaid
interest on the Note, as well as the waiver of all penalties and
attorneys' fees and costs incurred by the Med IV Creditors in
connection with this matter. The Debtors assure that they have
more than adequate funds on hand with which to fund the Agreement.

The Debtors conclude that the Agreement is fair and reasonable and
represents a prudent and proper exercise of business judgment and
accordingly should be approved. (Integrated Health Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


JARAN AEROSPACE: New York Aerospace Firm Files Chapter 7 Petition
-----------------------------------------------------------------
A once-promising aerospace company in upstate New York originally
formed to create a new single-engine aircraft has filed for
bankruptcy liquidation, according to the Times Union. Jaran
Aerospace Corp., which was started in 1993 by Jason Wolnek, filed
the chapter 7 petition last week in U.S. Bankruptcy Court in
Albany. The filing, which listed total debts of more than
$500,000, indicated the worth of the company's assets was unknown.
Jaran was formed on Wolnek's dream to build a plane that would
rival the Cessna 150. In recent years, however, the firm had spent
more time performing contract work.

"They had been doing composite work for other manufacturers," said
Mike Manikowski, executive director of the Ontario County Economic
Development Corp., which is owed $250,000 by the company. "They
were working on ways to bind two surfaces together without using
screws or bolts." Manikowski said Jaran ceased operations a few
months ago, about the same time Wolnek filed for personal
bankruptcy, citing many of the company's debts as his own.
At its peak, the company had 10-12 employees. Since the Ontario
County agency is Jaran's largest creditor, it will become the
owner of the company's intellectual property, including a number
of patents and designs for the proposed single-engine craft,
Manikowski said. "Hopefully, we can find someone else that can
step into those shoes and make this project work," he said. (ABI,
28-Dec-00)


KENETECH: KC Merger Announces Acceptance of Asset Purchase Offer
----------------------------------------------------------------
KC Merger Corp., an indirect, wholly owned subsidiary of ValueAct
Capital Partners, L.P., announced that it has accepted for
purchase and payment pursuant to its tender offer to acquire all
outstanding shares of common stock (and associated preferred share
purchase rights) of KENETECH Corporation (OTCBB: KWND.OB) at a
purchase price of $1.04 per share, all of the shares of KENETECH
common stock which were validly tendered and not withdrawn as of
the expiration of the tender offer at 12:00 midnight, New York
City time, on Wednesday, December 27, 2000.

According to Mellon Investor Services, L.L.C., the depositary for
the offer, 16,021,160 shares of KENETECH common stock, including
49,502 shares tendered pursuant to notices of guaranteed delivery,
or approximately 78% of the outstanding shares (excluding the
shares held by Mr. Mark Lerdal), were validly tendered pursuant to
the tender offer and not withdrawn. Upon purchase of the tendered
shares, KC Merger Corp. will own approximately 86% of the
outstanding shares of common stock of KENETECH.

The tender offer will be followed by a merger between KENETECH and
KC Merger Corp. Pursuant to the merger, the public stockholders of
KENETECH who did not tender their shares in the offer and who do
not seek appraisal of their shares pursuant to the provisions of
applicable law will have their shares converted into the right to
receive the same $1.04 per share purchase price. KC Merger Corp.
plans to consummate the second-step merger as soon as possible.


LERNOUT & HAUSPIE: Needs More Time to File Schedules & Statements
-----------------------------------------------------------------
L&H/Dictaphone says that, because of (a) the substantial size and
scope of the Debtors' businesses, (b) the complexity of their
financial affairs, (c) the limited staffing available to perform
the required internal review of their accounts and affairs and (d)
the press of business incident to the commencement of these cases,
it was impossible to assemble, prior to the Petition Date, all of
the information necessary to complete and file their Schedules of
Assets and Liabilities and Statements of Financial Affairs
required under 11 U.S.C. Sec. 521 and Rule 1007 of the Federal
Rules of Bankruptcy Procedure. The Debtors note that they have
thousands of vendors and other potential foreign and domestic
creditors and thousands of employees. Further, they must ascertain
the pertinent information, including addresses and claim amounts,
for each of these parties to complete the Schedules and Statements
on a Debtor-by-Debtor basis.

Accordingly, the Debtors sought and obtained, until February 23,
2001, an extension of their time within which to file their
Schedules and Statements. (L&H/Dictaphone Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV CORPORATION: Thursday, Considers Filing Chapter 11 in Ohio
--------------------------------------------------------------
The LTV Corporation (NYSE: LTV) said that it is considering filing
voluntary Chapter 11 petitions in federal court in Youngstown,
Ohio. The decision whether to file will be made by the LTV Board
of Directors.

Yesterday, LTV told federal, state and local elected officials
that without additional financing, the company was in danger of
exhausting its cash resources, potentially forcing it to
immediately cease all operations. In the letter addressed to
public officials, William H. Bricker, LTV's chairman and
chief executive officer, said: "As you know, for the past two
years the entire American steel industry has been fighting an
unprecedented battle against foreign-made steel that has illegally
flooded our markets. Nearly 40% of our business has been lost and
prices have fallen to the lowest levels in 20 years. Without
enforcement of our trade laws by the Administration our only hope
of survival was to reorganize LTV under Chapter 11 of the U. S.
Bankruptcy Code, and emerge as a lower cost operation capable of
competing successfully in the global steel market."

The LTV Corporation is a manufacturing company with interests in
steel, metal fabrication and leading steel technologies. LTV's
Integrated Steel segment is a leading producer of high-quality,
value-added flat rolled steel, and a major supplier to the
transportation, appliance, electrical equipment and service center
industries. LTV's Metal Fabrication segment consists of LTV
Copperweld, the largest producer of tubular and bimetallic
products in North America and VP Buildings, a leading producer of
pre-engineered metal buildings for low-rise commercial
applications.


LTV CORPORATION: Friday, Files Chapter 11 Cases in Youngstown
-------------------------------------------------------------
The LTV Corporation (NYSE: LTV) announced today that the Company
and 48 of its wholly owned subsidiaries have filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code. In its petitions, filed in the U.S. Bankruptcy
Court in the Northern District of Ohio, Eastern Division in
Youngstown, LTV attributed the need to reorganize to a weakening
U.S. economy and the inaction of the government in enforcing long-
established U.S. trade laws. LTV said that unfairly priced imports
have driven steel prices to 20-year lows. The situation has become
so serious, the Company warned in papers filed with the petitions,
that without adequate financing, it may be necessary to
immediately shut down all of its integrated steel and metal
fabrication plants, layoff all of its 18,000 employees and begin
to sell core assets.

"This doomsday scenario, however, doesn't need to happen," said
William H. Bricker, LTV chairman and chief executive officer. Mr.
Bricker said that he is confident that, if reorganization
financing measures can be arranged to keep LTV's businesses in
operation, the Company can survive, restructure and succeed. Mr.
Bricker said that discussions to obtain such financing are
continuing. "We are a tough, determined Company, but our industry
has changed dramatically in recent months," Mr. Bricker said. "We
seek only the time and financial resources to adjust to these
changes."

Mr. Bricker said LTV must reduce its fixed costs in today's
weakened economic environment to compete successfully. In fact, he
said, the Company is well along in developing a business plan that
will accomplish these goals. He repeated, however, that the
Company cannot implement this plan without the financial support
of lenders and the political resolve of government.

     "We ask only that our government do its job by enforcing the
law and we'll do ours by making the changes needed to succeed in
the new steel market," Mr. Bricker said. "LTV and its employees
across the nation have been betrayed by the government's
reluctance to take action against the "dumping" of unfairly priced
steel in the U.S. market by foreign competitors. How many more
U.S. steel companies must be driven into bankruptcy before the
government acts?"

     Mr. Bricker added, that if LTV were to shutdown, the impact
would reach far beyond the Company's immediate employees and
customers to encompass 70,000 retirees and their families who are
now dependent on a variety of Company paid insurance benefit and
pension programs. LTV spends about $200 million annually to
provide healthcare and other insurance benefits.

     "We are aware of our responsibility to our retirees and
employees under these programs, but we simply do not have the cash
to support them," Mr. Bricker said. "The high fixed cost of these
programs places LTV at a severe competitive disadvantage in the
new global steel market. But we are confident that, given time,
LTV can develop a permanent solution to these problems with the
cooperation of the government, the steelworkers, and the financial
community." Mr. Bricker praised the cooperation of the United
Steelworkers of America which is working with LTV in its efforts
to restructure.

     According to Mr. Bricker, LTV is already moving on other key
fronts to allow a successful reorganization and to protect the
interests of its employees and retirees. Those actions include:

  -- Exploring alternative ways to maintain healthcare benefit
programs for employees and retirees;

     -- Working with legislators to secure emergency government
loan guarantees;

     -- Forming a taskforce of Company, union, government,
employees and retiree representatives to explore options for
saving the Company; and

     -- Issuing urgent requests to both the Clinton and Bush
administrations to initiate action to restrain all unfairly traded
foreign steel imports.

"The entire U.S. steel industry is at risk," said Mr. Bricker.
"Every integrated steel company in America carries an enormous
burden for our country by providing healthcare and benefit
programs for millions of Americans and their families. The impact
of unfairly traded foreign steel threatens the continued existence
of America's most basic and indispensable industries. America is
in danger of becoming as dependent on foreign steel as we are on
foreign oil. This is certainly not in the best interest of our
nation," Mr. Bricker said.

The LTV Corporation is a manufacturing company with interests in
steel, metal fabrication and leading steel technologies. LTV's
Integrated Steel segment is a leading producer of high-quality,
value-added flat rolled steel, and a major supplier to the
transportation, appliance, electrical equipment and service center
industries. LTV's Metal Fabrication segment consists of LTV
Copperweld, the largest producer of tubular and bimetallic
products in North America, and VP Buildings, a leading producer of
pre-engineered metal buildings for low-rise commercial
applications.


MONTGOMERY WARD: Files Chapter 22 & Plans to Liquidate (Finally)
----------------------------------------------------------------
Montgomery Ward announced it filed a voluntary petition for relief
under Chapter 11 of the Federal Bankruptcy Code in the U.S.
Bankruptcy Court for the district of Delaware.

"Today's filing comes after an exhaustive exploration of options
for continuing the business. Overall weak holiday sales and a very
difficult retail environment simply did not permit us to complete
the turnaround that might have been possible in an otherwise
thriving economy. Sadly, today's action is unavoidable," stated
Roger Goddu, Chairman and CEO of Wards. "Since 1997 we have worked
hard to restore Wards to a viable and profitable retail company.
Although our remodeled stores continue to produce positive sales
trends, we have not delivered the necessary financial result to
warrant completion of our total company turnaround strategy."
In addition, Wards announced today that it previously suspended
further unpaid vendor deliveries and will immediately eliminate
approximately 450 national office jobs. These measures will reduce
Wards operating expenses. Over the next several months, the
company's 250 stores and 10 Distribution Centers in 30 states are
expected to close. Staff reductions in Ward's stores and
distribution centers are anticipated during the first and second
quarters of 2001.

"I want to personally thank the many customers who have supported
our stores and the 28,000 Wards associates who have worked so hard
for this company. Their dedication has been heartening in our
effort to preserve Wards and its 128-year history of serving
countless customers from the many communities in which we conduct
business," said Goddu.

Wards associates learned of the recent action in a series of
meetings at the company's facilities across the country.

Wards was founded in Chicago by Aaron Montgomery Ward in 1872 as
the world's first general merchandise mail order catalog business.
Mr. Ward offered goods for a reasonable price and in 1875 he
offered the first consumer guarantee, "Satisfaction Guaranteed."
The company thrived as a catalog business until 1926, when the
first retail store was opened in Plymouth, Indiana. Headquartered
in Chicago, the company operates 250 stores in 30 states.

Further information on Montgomery Ward is available on the
company's website at www.wards.com.


MONTGOMERY WARD: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Montgomery Ward, LLC
        535 West Chicago Ave.
        Chicago, Illinois 60671

Affiliates: Montgomery Ward Development, LLV
            The 535, LLC
            MW 7th & Carroll, LLC
            Brandywine DC, LLC
            AMW Realty, LLC
            Barretward Properties, LLC
            998 Monroe, LLC
            American Delivery Service, LLC

Chapter 11 Petition Date: December 28, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04667

Debtor's Counsel: David S. Kurtz, Esq.
                  Skadden, Arps, Slate, Meagher & Flom (Illinois)
                  333 W. Wacker Drive
                  Chicago, IL 60606
                  (312) 407-0700

                         and

                  Gregg M. Galardi
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, DE 19801
                  (302) 651-3000

Total Assets: $ 100 Million above
Total Debts : $ 100 Million above

20 Largest Unsecured Creditors:

Hughes Network Systems           Trade Debt            $ 5,268,000

Virginia Surety                  Service Contract      $ 4,000,000

Rosy Blue Jewelry, Inc.          Trade Debt            $ 3,516,000

II Manufacturing                 Trade Debt            $ 3,002,000

Acxiom                           Service Contract      $ 2,200,000

Sag Harbor/Kellwood              Trade Debt            $ 2,022,000

Simmons Upholstery, LLC          Trade Debt            $ 2,011,000

Stanley Creations                Trade Debt            $ 1,936,000

Simmons Company                  Trade Debt            $ 1,751,000

M Fabrikant & Sons, Inc.         Trade Debt            $ 1,623,000

North American Corp.
of Illinois                     Trade Debt            $ 1,573,000

Thomson Consumer Electronics     Trade Debt            $ 1,528,000

Maytag Newton Laundry Products   Trade Debt            $ 1,479,000

Continental General Tire         Trade Debt            $ 1,332,000

Bush Industries                  Trade Debt            $ 1,231,000

Grand Prix                       Trade Debt            $ 1,190,000

Combine International Inc.       Trade Debt            $ 1,066,000

GNB Technologies, Inc.           Trade Debt            $ 1,041,000

Burlington Industries            Trade Debt            $ 1,021,000

Serta Inc.                       Trade Debt              $ 987,000



MULTICARE COMPANIES: Reports Financial Results for FY 2000
----------------------------------------------------------
Genesis ElderCare Corp., the joint-venture that owns The Multicare
Companies, Inc., announced Multicare's results for the fiscal year
ended September 30, 2000.

Revenues for the fiscal year ended September 30, 2000 were $645.6
million. Earnings before interest, taxes, depreciation and
amortization (EBITDA) and excluding impairment of assets and other
charges were $39.7 million for the year ended September 30, 2000.
The Company recorded impairment of assets and other charges in the
fourth quarter of fiscal 2000 of approximately $179.9 million,
consisting of the following:

-- Provision for Statement of Financial Accounting Standards No.
121 "Accounting for the impairment of long-lived assets and
for long-lived assets to be disposed of" (SFAS 121),
terminated operations, and other asset impairments -- $174.7
million.

-- Debt restructuring and reorganization charges -- $5.2 million.
The provision for SFAS 121 impairments, terminated operations, and
other asset impairments primarily represents the write-down of
goodwill and other long-lived assets of acquired operations which
are not deemed recoverable. The provision for debt restructuring
and reorganization charges principally represents costs associated
with Multicare's filing under Chapter 11 of the U.S. Bankruptcy
Code.

In addition to the items described above, the Company recorded in
the fourth quarter incremental operating expenses related to
provisions for benefit-related costs, primarily adverse
development in self-insured employee health coverage of $8.9
million and an additional provision of $1.5 million related to
accounts receivable which are deemed uncollectible.

The Company's fourth quarter EBITDA excluding impairment of assets
and other charges as well as the additional provisions for benefit
related costs and uncollectible accounts receivable was $9.6
million, compared to $12.8 million in the preceding third quarter.
Net loss before cumulative effect of a change in accounting
principle was $233.6 million for the fiscal year ended September
2000.

Both Genesis and Multicare expect to file their Form 10-K's with
the Securities and Exchange Commission in late January 2001 upon
completion of their annual audits. Accordingly, Genesis and
Multicare have requested a waiver under their debtor-in-possession
credit facilities from the 90-day requirement for delivery of
audited financial statements.

In connection with the restructuring of the Multicare joint-
venture agreement, beginning in the first quarter of Fiscal 2000,
Multicare is a consolidated subsidiary of Genesis Health Ventures
for financial reporting purposes and continues to be managed by
Genesis.

Multicare provides eldercare services in the eastern and mid-
western United States through skilled nursing and assisted living
centers.

Genesis Health Ventures (OTCBB:ghviq) provides eldercare in the
eastern United States through a network of Genesis ElderCare
skilled nursing and assisted living centers and long term care
support services nationwide including pharmacy, medical equipment
and supplies, rehabilitation, group purchasing, consulting and
facility management.


NATIONAL HEALTHCARE: Florida Okays Change of Ownership Licensing
----------------------------------------------------------------
National HealthCare Corporation (AMEX: NHC), one of the nation's
oldest publicly traded long-term health care companies, announced
that the State of Florida has completed the change of ownership
licensing of its 12 skilled nursing facilities into new entities,
effective October 1, 2000.

President W. Andrew Adams said, "NHC is pleased the Florida State
Agency has approved the change of ownership of the 12 skilled
nursing facilities NHC formerly operated in Florida. This approval
transfers ownership to twelve newly-formed and non-related
companies effective October 1, 2000.

NHC's decision to leave Florida was mandated by its inability to
locate any insurance carrier willing to provide medical liability
coverage. The insurance industry's unwillingness to underwrite in
Florida is due to the increasingly litigious nature of the Florida
plaintiff's bar, aided and abetted by legal standards different
than those applied to other health care professionals such as
physicians and hospitals."

NHC operates for itself and third parties, 77 long-term health
care centers with 10,144 beds. NHC also operates or provides
services to 33 homecare programs, six independent living centers
and assisted living centers at 16 locations. NHC's other services
include managed care specialty medical units, Alzheimer's units,
accounting and financial services at 31 additional projects, and a
rehabilitation services company.


OWENS CORNING: Stipulation Allows Relief from Stay for G. Carroll
-----------------------------------------------------------------
Prior to the Petition Date Geraldine Carroll commenced a civil
action against, among others, Owens Corning, in the Federal
District Court for the Western District of Kentucky seeking
damages for injuries suffered as a result of exposure to asbestos,
and had taken an appeal to the Court of Appeals for the Sixth
Circuit. The Court of Appeals had certified a question of law to
the Supreme Court of Kentucky, and that Court had issued its
opinion. Ms. Carroll had filed a petition seeking modification of
that opinion, and these Chapter 11 cases were commenced before
Owens Corning had filed its response to that petition. The Supreme
Court of Kentucky noted that Owens Corning had filed a Chapter 11
petition, but opined that the filing was "to be of no effect on
the conclusion of the Certification process pursuant to a request
of the United States Court of Appeals for the Sixth Circuit", and
authorized Owens Corning to file a response to the petition for
modification.

The Debtor Owens Corning and Ms. Carroll, through her attorney
Kenneth L. Sales of the firm of Sales, Tillman & Walbaum of
Louisville, Kentucky, have therefore stipulated to a modification
of the bankruptcy stay for the sole purpose of filing a response
to the petition for modification and to allow the Supreme Court of
Kentucky to rule on that petition for modification. (Owens-Corning
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PACIFIC CENTURY: Moody's Confirms Debt Ratings; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service confirmed Pacific Century's debt ratings
(senior at Baa2). The rating outlook is negative. This concludes a
review for possible downgrade that was initiated on October 20,
2000. The review for possible downgrade was in response to an
announcement by Pacific Century (BOH) that it was under a
Memorandum of Understanding requiring BOH to get regulatory
approval for BOH to pay dividends. The Memorandum of Understanding
was related to regulatory concerns about BOH's asset quality. BOH
has sizable exposures to syndicated credits, commercial real
estate, and to emerging markets. Moody's concluded that BOH has
the financial flexibility to absorb the expected credit charges
against its loan portfolio while maintaining a satisfactory credit
profile. Compared to its US regional banking peers, that
protection results more from its current above average capital
position than from its earnings, which although respectable are
not robust.

The negative rating outlook mainly addresses the issue that
regulators retain the option of not giving BOH permission to pay
dividends on its trust preferred securities. As stated in earlier
reports, if permission was not granted, the rating on BOH's
preferred dividend securities would most likely be lowered to the
"ba" range.

The following ratings were confirmed:

   * Pacific Century Financial Corp.

      a) senior long-term at Baa2, and

      b) junior subordinated long-term debt at Ba1.

   * Bank of Hawaii

      a) rating on the bank for long-term bank deposits at Baa1;

      b) rating on the bank for other long-term senior obligations
          at Baa1;

      c) senior debt at Baa1;

      d) subordinated long-term debt at Baa2;

      e) short-term ratings at Prime-2; and

      f) the bank financial strength rating at D+.

   * Bancorp Hawaii Capital Trust I

      a) preferred stock at "baa3".

Pacific Century Financial is headquartered in Hawaii. As of
September 30, 2000, its assets totaled approximately $13.9
billion.


PILLOWTEX: Applies to Employ Arthur Andersen as Consultants
-----------------------------------------------------------
Pillowtex Corporation asks Judge Robinson for an Order authorizing
it to employ the firm of Arthur Andersen LLP as business
consultants in these Chapter 11 cases.  The terms of Andersen's
employment are described in two engagement letters dated as of
September 8, 2000, and November 3, 2000. Under these engagement
letters, Andersen is to perform the following services for the
Debtors:

   (a) Advise and asset the Debtors with developing and
implementing a "Cash Acceleration and Backlog Reduction Program,"
which will be designed to accomplish, among other things,
immediate, mid-term and long-term improvements in the Debtors'
accounts receivables processes, including reduced backlogs,
enhanced collection times and amounts, more thorough record
keeping and accounting and more focused monitoring;

   (b) Advise and assist the Debtors with developing and
implementing an "Accounts Receivable Performance Improvement
Program," which will be designed to transition the Debtors'
accounts receivables operations from Dallas, Texas, to Kannapolis,
North Carolina, and to develop a new receivables department
structure in Kannapolis that will maximize the efficiency and
effectiveness of these functions;

   (c) Advise and assist the Debtors with developing and
implementing a "Finance Process Improvement and Transition
Program," which will be designed to analyze, improve, integrate
and redesign the Debtors' data tracking, record keeping and
reporting of financial operations;

   (d) Advise and assist the Debtors with analyzing current
production capacity at the four U.S. pillow and pad facilities and
recommend capacity optimization improvements to help align the
projected sales plan with the production level required to support
the plan; and

   (e) Advise and assist the Debtors with developing a standard
operating model to serve as a blueprint for all plant level
activities within the pillows an pad facilities, including a
simplified approach to implement systems required to support plant
level activities and "best practice" processes for running the
pillow and pad facilities.

As part of the compensation, the engagement letters provide that
the Debtors will indemnify Andersen for all costs, fees, expenses,
damages and liabilities (including defense costs) associated with
any third party claim relating to or arising as a result of (a)
Andersen's services for the Debtors, (b) the Debtors' use of
materials Andersen delivers to the Debtors in connection with its
services for the Debtors, or (c) the Engagement Letters.
Conversely, Andersen will indemnify the Debtors for negligent or
willful acts or omissions by Andersen's personnel in performing
services under the engagement letters.

The engagement letters contain provisions intended to limit
Andersen's liability to the fees it receives and to exclude
special damages. In addition, the engagement letters require that
any cause of action must be brought against Andersen within 18
months after it arises.

The engagement letters also provide that the Debtors or Andersen
may terminate either engagement letter at any time upon 15 days'
written notice to the other party. Upon termination of either
engagement letter, however, the Debtors will remain obligated to
pay Andersen for all services rendered and expenses incurred as of
the date of termination, and any reasonable costs associated with
the termination.

Termination of either engagement letter by either party does not
affect the Debtors' indemnification obligations under the
engagement letters with respect to activities occurring prior to
the termination date.

Prior to the Petition Date, on or about October 5, 2000, the
Debtors paid $350,000 to Andersen as a retainer for services
rendered or to be rendered by Andersen and for reimbursement of
Andersen's expenses. As of the Petition Date all of the retainer
had been applied.

In addition to providing Andersen with the retainer, the Debtors
made the following payments to Andersen during the year
immediately preceding the Petition Date:

           Payment Date         Payment Amount
           ------------         --------------
           Aug 12, 2000            $ 62,500
           Sep 27, 2000            $ 73,976
           Oct 12, 2000            $ 321,200
           Oct 23, 2000            $ 35,000
           Nov 5, 2000             $ 284,700
           Nov 7, 2000             $ 540,600

Including the applied portion of the retain, the Debtors made
payments to Andersen aggregating $1,667,976 during the year
immediately preceding the Petition Date on account of fees and
expenses incurred by Andersen on matters relating to the Debtors.

By Affidavit, James A. Schuchard, a partner in Andersen, stated on
behalf of Andersen that the firm was a disinterested party within
the meaning of the Bankruptcy Code and had no connection with the
Debtors, their creditors, the U. S. Trustee, or any other party
with an actual or potential interest in these Chapter 11 cases or
their respective attorneys or accountants, except that Jones, Day,
Reavis & Pogue, counsel for the Debtors, has provided services to
Andersen in the past and continues to provide these services, and
Andersen in turn has provided, and continued to provide, services
to Jones Day. In addition, Andersen has provided, or continues to
provide, services to various parties in interest in these cases,
such as E. W. Blanch Holdings, Inc., Guildford Mills, Inc., the
Bank of New York, Chase Manhattan Trust Company, N.A., State
Street Bank & Trust Company, U. S. Bank & Trust Company, E. I.
DuPont de Nemours & Co., Martha Stewart Everyday by Kmart, The
Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi, Ltd., Bank
One, Texas, N.A., Chase Manhattan Bank, Comerica Bank, Credit
Lyonnais SA, and other creditors and equity holders of these
estates, but only in matters unrelated to these estates and the
matters upon which Andersen is to be employed.

The following individuals from Anderson will be members of the
Steering Committee assigned to this project:

                        Tony Williams
                        Alan Oakley
                        Debra Poole
                        Scott Shimizu
                        Jim Schuchard

The Project Sponsor will be Tony Williams, and the Quality Partner
will be Ed Root. Project Management will be headed by Bryan
Dunlap, John Dillon, Troy Lutes, and Eric Wohl, with other members
of the firm participating as the Core Technology Team, the Core
Operations Team, and the Education Team.

The fees and expenses for this work is estimated to be in the
range of $1,100,000 to $1,300,000 plus expenses. (Pillowtex
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PROTECTION ONE: Names Claudia Larkin Senior Director of Marketing
-----------------------------------------------------------------
Protection One, Inc., (NYSE:POI) one of the leading commercial and
residential alarm providers in North America and the leading
security provider to the multifamily housing market through
Network Multifamily, has announced that Claudia Larkin has been
named the company's Senior Director of Marketing, reporting to
Annette Beck, Protection One's Chairman of the Board, President
and Chief Executive Officer.

In this role, Larkin will be responsible for fully developing the
marketing department internally from the company's Topeka, Kan.,
office, and producing marketing materials and programs that
support Protection One's customer growth and retention efforts
nationwide and in Canada.

Previously, Larkin served as Director of the Travel and Tourism
Division of the Kansas Department of Commerce and Housing, where
she directed Kansas' domestic and internal marketing initiatives.
She has more than 19 years experience in various areas of
management, marketing and public relations.

A native of Rome, N.Y., Larkin received her bachelor's of arts in
English from St. Bonaventure University in Olean, N.Y., and a
master's degree in public administration from the University of
Kansas in Lawrence, Kan.

She and her husband, Mike, live in Topeka and have three children.


REGAL CINEMAS: Miami Herald Says a Bankruptcy Filing is No Secret
-----------------------------------------------------------------
Regal Cinemas, the nation's largest theater chain, appears ready
to join four other major theater operators that have sought refuge
in bankruptcy court this year, according to the Miami Herald.
Regal has informed at least two South Florida landlords that it
plans to file for reorganization next year.

Meanwhile, the Knoxville, Tenn.-based company has been negotiating
to pull out of some of its existing or planned South Florida
locations. Regal has backed out of operating an 18-screen theater
now under construction in west Miami-Dade County, said Michael
Swerdlow, the mall's co-developer. Regal signed a lease at
developer Jeff Berkowitz's Kendall Village Center for a 16-screen
theater, but Berkowitz said Regal has breached an agreement to
begin construction. He said his lawyer, Brian Bilzin, was notified
by Regal of its intentions to file bankruptcy early next year.
Mark Kottler, whose company Finestra Real Estate Development owns
a Lincoln Road retail project on Miami Beach with Regal as a
tenant, also received word from Regal that it planned to file a
bankruptcy reorganization. However, he said the company didn't say
when the filing would occur.

"It was inevitable," said Beth Azor, president of Miami real
estate company Terranova Corp., of a bankruptcy filing for Regal.
"The movie industry unfortunately is in major trouble." Three
months ago, General Cinemas closed its seven South Florida
theaters and soon thereafter filed for bankruptcy reorganization.
United Artists, Carmike Cinemas and Edwards Cinemas have also
filed for bankruptcy protection. Regal lost $167.3 million on
$822.4 million in revenue in the first nine months of the year,
compared with a $14.5 million loss on $766.1 million in revenue
for the same period last year. (ABI, 28-Dec-00)


RITE AID: Announces Executive Changes in Accounting and Finance
---------------------------------------------------------------
Rite Aid Corporation (NYSE:RAD, PSE:RAD) announced the appointment
of Kevin Twomey as senior vice president and chief accounting
officer.

Twomey, 50, most recently served as senior vice president, finance
and control for Fleming Companies Inc., a food marketing and
distribution company based in Dallas, Texas. Twomey joined Fleming
in 1989, after 17 years with Deloitte & Touche where he held a
variety of positions of increasing responsibility in the audit
function, including nine years as audit partner in Oklahoma City,
Oklahoma.

Twomey replaces Chris Hall, who was promoted to senior vice
president, finance and accounting. Hall joined Rite Aid in January
2000. Prior to Rite Aid Hall served as executive vice president
and chief financial officer at Golden State Foods, a worldwide
food service and distribution company serving the fast food
industry.

Twomey will report to Chris Hall and Hall will continue to report
to John Standley, senior executive vice president and chief
financial officer.

The appointments are effective immediately.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $14 billion and
approximately 3,800 stores in 30 states and the District of
Columbia.

Rite Aid owns approximately 15 percent of AdvancePCS, the nation's
largest pharmacy benefits management and health improvement
company, and approximately 15 percent of drugstore.com, a leading
online source for health, beauty and pharmacy products.

Information about Rite Aid, including corporate background and
press releases, is available through the company's website at
www.riteaid.com.


SAFETY-KLEEN: SystemOne Deal is Signed, Sealed and Delivered!
-------------------------------------------------------------
SystemOne Technologies Inc. (Nasdaq: STEK), formerly Mansur
Industries Inc., announced that the time to appeal the previously
disclosed order of the United States Bankruptcy Court approving
the Marketing and Distribution Agreement between SystemOne and
industry leader Safety-Kleen had ended without any appeals being
filed and, as a result, the Marketing and Distribution Agreement
has become fully effective. The Company expects to begin initial
deliveries in January of the first year's minimum of 10,000 units.

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained, recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded ten patents for its products, which incorporate
innovative, proprietary resource recovery and waste minimization
technologies. The Company is headquartered in Miami, Florida.


STERLING CHEMICALS: Annual Meeting Set for January 24 in Houston
----------------------------------------------------------------
Shareholders of Sterling Chemicals Holdings are invited to attend
the annual meeting of stockholders to be held in Rooms Cottonwood
A and B of the Hyatt Regency Hotel at 1200 Louisiana Street,
Houston, Texas at 9:00 a.m. (Houston time) on Wednesday, January
24, 2001. At the meeting shareholders will be asked to vote on
each of the following proposals:

   o the election of six directors, each of whom will hold office
      until the annual meeting of stockholders in 2001 and until
      his successor has been duly elected and qualified;

   o the ratification and approval of the appointment of Deloitte
      & Touche LLP as the company's independent accountants for
      the fiscal year ending September 30, 2001;

   o the ratification and approval of an Amendment to the Sterling
      Chemicals Holdings, Inc. Omnibus Stock Awards and Incentive
      Plan; and

   o the adoption of an amendment to the Certificate of
      Incorporation increasing the number of authorized shares of
      common stock from 20,000,000 shares to [35,000,000] shares.

Shareholders will be entitled to vote on each of these proposals
if they were a stockholder at the close of business on December 4,
2000.


SUN HEALTHCARE: Selling Chicago Property for $1.6 Million in Cash
-----------------------------------------------------------------
Sun Healthcare Group, Inc., seeks the Court's authority (i) to
sell, free and clear of liens, claims and encumbrances
approximately 1.03 acres of vacant land located in Chicago,
Illinois to ViCor Development, Inc. for $1,650,000, pursuant to
sections 363(b) and 363(f) of the Bankruptcy Code, and (ii) for
exemption, pursuant to section 1146(c) of the Bankruptcy Code,
from the payment of stamp or similar tax in connection with the
sale.

The Debtors submit that the the Property, located near the
intersection of North Sheridan Road and Lawrence Avenue, is not
necessary for their reorganization, the terms for the deal are
favorable and the proposed sale will bring substantial value to
Sun's estates.

The Debtors obtained ownership of the Property from Assisted
Living Investments, LLC, of which SunBridge was a member. ALI
acquired the Property, at the request of SunBridge and its
corporate parent Sun Healthcare Group, Inc., with the original
intent of developing and operating an assisted living facility
until such time as SunBridge was to "net lease" such facility from
ALl. Subsequently, the Debtors decided that, as an integral part
of their business and reorganization plan, they would no longer
develop and operate assisted living facilities.

Accordingly, they identified the Property along with other
properties for sale to raise cash necessary to fund their
reorganization efforts.

To market the Property, the Debtors engaged the services of their
Broker, RE\Source Commercial Real Estate Services, whom they have
obtained the Court's authority to employ. As a result, seven
parties expressed an interest in purchasing the Property. Out of
these, three submitted written offers, including ViCor. In its
initial proposal, ViCor offered to purchase the Property for
$1,550,000, with contingencies relating to zoning and regulatory
approvals included in its offer.

In the face of competing offers, ViCor raised its purchase price
to $1,650,000 and to remove the contigencies. After negotiations,
the parties signed a contract of sale. $25,000 of the purchase
price is payable as earnest money deposit and the balance to be
paid at closing which is anticipated to be December 29, 2000. If
the Contract is terminated without Purchaser's fault, the Earnest
Money shall be returned to Purchaser, but if the termination is
due to the Purchaser's fault, it will be retained by the Seller as
liquidated damages. Upon closing, the Seller SunBridge shall
pay the Broker its commission in the amount of 5% of the Purchase
Price.

The Debtors represent that the Contract is a result of the
Broker's extensive marketing efforts and represents the highest
and best offer that the Debtors received to date. The Debtors also
submit that the Contract is the product of good faith and arms-
length negotiations between the parties. Upon information and
belief, the Purchaser is creditworthy and possesses the financial
resources to close the transactions contemplated by the Contract.
Mr. Thomas Witt (Director of Mergers and Acquisitions of Sun
Healthcare Group, Inc.) and Mr. Richard Reedy (owner of RE\Source
Commercial Real Estate Services) have each executed an affidavit
in support of this Motion.

The Debtors anticipate the Contract to be closed promptly
following approval by this Court and propose that the Property be
sold to the Purchaser pursuant to the terms of the Contract, but
subject to higher and better offers (Competing Offers) without
further marketing efforts.

The Debtors propose that any Competing Offer must equal at least
110% of the Purchase Price and be upon the same or better terms
and conditions as the Contract. (Sun Healthcare Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SUNBEAM: E&Y Will No Longer Provide Separate Coleman Audit
----------------------------------------------------------
Sunbeam's principal auditor since 1998 has been Deloitte & Touche
LLP. In reporting on the consolidated financial statements of
Sunbeam, D&T has in each of the years ended December 31, 1998 and
1999 relied on and referred to the audits of The Coleman Company,  
consolidated subsidiary of Sunbeam, which audits were performed by
Ernst & Young LLP.

Coleman had engaged E&Y to be its auditor prior to Sunbeam's
acquisition of approximately 80% of Coleman in 1998, and continued
to use E&Y for 1998 and 1999 because Coleman was itself a separate
public company. In January 2000, Sunbeam acquired the remaining
publicly held Coleman shares and Coleman ceased being a separate
public company.

Since Coleman is now a wholly-owned subsidiary of Sunbeam,
separate audits of its financial statements are no longer required
by Securities and Exchange Commission regulations. Consequently,
on November 30, 2000 E&Y was dismissed as Coleman's auditor, and
D&T was engaged to audit the Coleman subsidiary in conjunction
with its audit of Sunbeam.

This decision was recommended and approved by Sunbeam's audit
committee on November 30, 2000.


TOKHEIM CORP: Series B & C Warrants Started Trading on Dec. 22
--------------------------------------------------------------
Tokheim Corporation (OTCBB:TOKM) announced that that the Company's
Series B and C Warrants begun unrestricted trading on December 22,
2000 on the Over-The-Counter Bulletin (OTC) market under the
symbols "THMCW" and "THMCZ" respectively.

The terms of the Series B and C Warrants are contained in the
Series B and C Warrant Agreements which may be found in Tokheim
Corporation's Form 10-Q for the quarterly period ended August 31,
2000. This document may be obtained from the Securities and
Exchange Commission's Edgar service on the Internet (www.sec.gov)
or other Internet services such as www.freeedgar.com.


TRANS ENERGY: Will File Motion to Dismiss Involuntary Petition
--------------------------------------------------------------
In a statement issued, Trans Energy Inc. Chairman and CEO Loren E.
Bagley said, "The bankruptcy proceeding filed in Houston against
Trans Energy by a single creditor translates essentially to a
breakdown in communications. An 8-K has not been filed, as Trans
Energy has only been formally notified of the filing of the
petition within the last 24 hours. The company has been in
settlement negotiations in this matter, and the filing comes as a
surprise, based upon a settlement having been reached. A Motion to
Dismiss will be filed immediately, and the company's counsel has
requested an expedited hearing. We fully expect the matter to be
resolved, and expect that this will have no continued adverse
affect on the company. We would like to assure the shareholders
that we have taken a positive, proactive stance on this issue."
(ABI, 28-Dec-00)


VERDANT BRANDS: Completes Sale of Product Line to Woodstream
------------------------------------------------------------
Verdant Brands, Inc. completed the sale of the company's
environmentally-sensitive product lines to Woodstream Corporation.
Woodstream purchased the operating assets associated with the
environmentally-sensitive, insecticide, pest control and
fertilizer products sold through retail distribution. These
products are sold in the United States under the Safer(R),
SureFireTM, and Ringer(R) brand names. The proceeds of the sale
have been used by the company to pay down its indebtedness to its
senior secured lender.

Woodstream Corporation develops and markets complimentary
environmentally-sensitive products for the retail markets under
the brand names of Victor(R) and Havahart(R). "We view Woodstream
as an excellent strategic fit with Verdant's environmentally-
sensitive brands", said Bruce Mallory, President and COO of
Verdant Brands, Inc.

Verdant Brands also markets products that are sold to commercial
markets through its wholly owned subsidiary, Consep, Inc. Consep
markets mating-disruption products to the agri-business community.
In connection with the sale transaction, Woodstream and Consep
entered into a Supply and Manufacturing Agreement for the supply
of pheromone products to Woodstream by Consep for incorporation by
Woodstream into certain of its retail products.


WHEELING-PITTSBURGH: Employs PwC as Auditors & Accountants
----------------------------------------------------------
Wheeling-Pittsburgh Corporation submitted an Application to Judge
Bodoh requesting that he authorize its employment of the firm of
PricewaterhouseCoopers LLP as certified public accountants and
advisors in the company's on-going chapter 11 proceeding.  In
general, PwC will provide audit, tax, and such specific services
for the Debtors as PwC and the Debtors shall deem appropriate and
feasible in order to advise the Debtor in the course of these
Chapter 11 cases, including:

   (a) Accounting and Auditing.

        (1) Audits of the financial statements of the Debtors as
may be required from time to time, and advice and assistance in
the preparation and filing of financial statements and disclosure
documents required by the Securities and Exchange Commission,
including Forms 10-K as required by applicable law or as requested
by the Debtors;

        (2) Audits of any benefit plans as may be required by the
Department of Labor or the Employee Retirement Income Security
Act, as amended;

        (3) Review of the unaudited quarterly financial statements
of the Debtors as required by applicable law or as requested by
the Debtors;

        (4) Performance of other related services for the Debtors
as may be necessary or desirable.

   (b) Tax

        (1) Review of and assistance in the preparation and filing
of any tax returns;

        (2) Advice and assistance regarding tax planning issues,
including calculating net operating loss carryforwards and the tax
consequences of any proposed plans of reorganization, and
assistance in the preparation of any Internal Revenue Service
ruling requests regarding the future tax consequences of
alternative reorganization structures;

        (3) Assistance regarding existing and future tax
examinations;

        (4) Assistance regarding real and personal property tax
matters, including review of real and personal property tax
returns, tax research, negotiation of values with appraisal
authorities, preparation and presentation of appeals to local
taxing jurisdictions and assistance in litigation of property tax
appeals; and

        (5) Any and all other tax assistance as may be requested
from time to time.

   (c) Advisory and Bankruptcy Consulting.

        (1) Advice and assistance in the preparation of reports or
filings as required by the Bankruptcy Court or the United States
Trustee, including any monthly operating reports and Schedules of
Assets and Liabilities or Statements of Financial Affairs and
Executory Contracts;

        (2) Assistance in various analyses of creditor claims;

        (3) Assistance with preference and other avoidance
actions;

        (4) Advice and assistance, as requested, with the
development and promulgation of the Debtors' Plan of
Reorganization;

        (5) Advice and assistance in the preparation of financial
information and documents necessary for confirmation of these
Chapter 11 cases, including information contained in the
disclosure statement;

        (6) Attendance at meetings of the Debtors' management and
counsel focused on the coordination of resources related to the
ongoing bankruptcy effort;

        (7) Advice and assistance to the Debtors in the
identification of and, to the extent requested, consultation
related to the implementation of internal cost reduction plans;

        (8) Advice and assistance in the review or development of
labor and employee compensation arrangements;

        (9) Litigation advisory services and expert witness
testimony if requested by the Debtors; and

        (10) Other assistance as requested by the Debtor.

PwC may, at the request of the Debtors, provide additional
financial services deemed appropriate and necessary for the
benefit of the Debtors' estates.

Scott H. King, a Partner in PwC, described in his declaration the
recurring tax and audit services by PwC to WHX Corporation, the
parent of PCC and other Debtors, and WHX's subsidiaries, Handy &
Harman and Unimast. These services are primarily regulatory and
compliance in nature, and other than consolidations for financial
and tax reporting purposes, these services are unrelated to the
Debtors and these Chapter 11 cases.

While Mr. King has averred that PwC does not hold any interest
adverse to the Debtors or these bankruptcy estates on the matters
upon which the firm is to be employed, he disclosed that Mr. King
further disclosed that, while PwC is not owed any monies for
prepetition services rendered, the Debtors and PwC have agreed to
a fixed fee of $300,000 for the audit services related to the
examination of the financial statements for the year ended
December 31, 2000, and the related quarterly reviews. To date,
$90,000 has been prepaid related to these services. Accordingly,
$210,000 is still owed and will be paid, along with expenses,
post-petition for post-petition audit services and expenses. For
such fixed fee services, PwC will include as an exhibit to interim
fee applications a summary in reasonable detail of the approximate
time spent by professionals on various tasks in lieu of
contemporaneous time records in partial hour increments. All other
auditing, tax, and financial advisory services will be invoiced
and compensated for at ordinary billing rates.

During the 90-day period prior to the Petition Dates, PwC received
$277,300 from the Debtors for professional services performed and
expenses incurred. PwC has also received unapplied advance fee
payments for its advisory services in the amount of $50,000 in
this same period.

The Debtors and PwC have agreed that any portion of the advance
not used to compensate PwC for its pre-petition advisory services
and expenses will be applied against its post-petition billings
and will not be placed in a separate account.

The Debtors have agreed to compensate PwC for non-fixed fee
services performed post-petition on an hourly basis, according to
the individual's normal and customary hourly rate. The hourly
rates for those individuals anticipated in this engagement are as
follows:

           Partner                 $400-575
           Director                $380-460
           Manager                 $329-400
           Senior Associate        $230-310
           Associate/Analyst       $120-220
           Paraprofessional        $ 90-110

These hourly rates are adjusted in July of every calendar year.
While averring that PwC does not and has not represented any
interest or party adverse to these estates, Mr. King disclosed
that PwC represents or has represented Jay Alix & Associates as a
recurring client, and each of D&P, Calfee, Halter, and Poorman-
Douglas as non-recurring clients.

Among the indenture trustees or underwriters, the firm represents
Crestar Bank and Donaldson, Lufkin as recurring clients, and has
represented Bank One, Citicorp Securities, and First Union as non-
recurring clients. Among the agents searched, the firm represents
DLJ Capital Funding as a recurring client, and each of Citibank NA
and Citicorp USA, and National City Bank as non-recurring clients.
Among the Debtors' lenders, the firm represents Bank of America
NT&SA and Heller Financial as recurring clients, and Citicorp USA,
First Union National Bank, National City Commercial Finance, Inc.,
and American National Bank & Trust Company as non-recurring
clients. In these and other disclosures, the firm at no time
represented any interest adverse to these bankruptcy estates in
the matters for which employment approval is sought.

Upon this disclosure and after finding proper notice, Judge Bodoh
granted the Application. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WISER OIL: Board Approves Dividend Payment to Series C Preferreds
-----------------------------------------------------------------
The Wiser Oil Company announced that its Board of Directors
approved the payment of dividends on the Series C Preferred Stock
for the second quarter and third quarter of 2000 totaling
$368,219. The annual dividend rate on the Series C Convertible
Preferred Stock is 7% and is payable in either cash or shares of
Wiser's common stock. The company has elected to pay the full
dividend amount by issuing 80,944 shares of Wiser's common stock.

The Board of Directors also approved an extension of time, from
November 25, 2000 to May 25, 2001, for Wiser Investment Company to
purchase an additional $10 Million of Series C Convertible
Preferred Stock.

Organized in 1905, Wiser is an independent energy company engaged
in exploration, production and acquisition of crude oil and
natural gas reserves primarily in the United States and Canada.


                           *********

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For copies of court documents filed in the District of Delaware,
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                           *********

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
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Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler, Ronald
Ladia, and Grace Samson, Editors.

Copyright 2000. All rights reserved. ISSN 1520-9474.

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