TCR_Public/010104.MBX            T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, January 4, 2001, Vol. 5, No. 3

                               Headlines

BRADLEES: States Raise Consumer Protection Objections & Complaints
CAREMATRIX: Committee Taps Akin Gump as Lead Counsel
CORAM HEALTHCARE: Judge Approves Emergency Debt-for-Equity Conversion
CRIIMI MAE: Iannarone Promoted to EVP as Chapter 11 Exit Finalized
DIMAC HOLDINGS: Names Addison 'Add' Everett as VP & CFO

EDWARD THEATRES: Moves to Assume Entertainment Properties Trust Leases
FRUIT OF THE LOOM: Employs Bell Boyd to Lead Fight with Sara Lee
GEAC COMPUTER: CFO John Lanaway Quits as Tom Pippy Steps In
HARNISCHFEGER: Establishes Headquarters Auction Protocol
ICG COMMUNICATIONS: Hires Wasserstein as Financial Advisor

IMPERIAL HOME: Takes Additional Action to Optimize Global Manufacturing
IMPERIAL SUGAR: Deloitte Doubts Ability to Continue as Going Concern
INTEGRATED HEALTH: Assumes 5 South Carolina Leases with Taylor
INTRENET INC: Halts Operations, Liquidates Assets, Lays Off 1,700
KCS ENERGY: Committee, Key Noteholders & CSFB Support New Plan

KPC MEDICAL: Caremark Rx Takes $70 Million 4th Quarter Charge
LANGSTON CORPORATION: Harris Pays $1.3M for Flexo Folder Gluer
LEGEND AIRLINES: Court Approves Financing Deal to Restart Operations
LERNOUT & HAUSPIE: Needs More Time to File Schedules & Statements
LETSBUYIT.COM: Netherlands e-Tailer Seeks Debt Moratorium

LTV CORPORATION: BCSI Launches Case-Specific Newsletter
LTV CORPORATION: NYSE Delists Bankrupt Metal Company
M GROUP: Asks For Third Extension of Exclusive Period
NEW TECHNOLOGY: Ceases Operations & Heading Back to Bankruptcy Court
OWENS CORNING: Agrees to Let 6th Cir. Asbestos Appeal Proceed

PACIFIC GATEWAY: Nasdaq Halts Trading Awaiting Additional Information
PETS.COM: Seeks Stockholder Approval on Liquidation Plan
PILLOWTEX: Committee Interposes Objection to DIP Financing Pact
PLAINWELL INC: Court Okays $55 Million of DIP Financing
POTLATCH CORPORATION: Fitch Puts Long-Term Debt on Watch

SAFETY-KLEEN: Litigation with McDonnell Douglas will Move Forward
SILVER CINEMAS: Requests Exclusivity Extension to April 16
SUN HEALTHCARE: Renews Request to Hire PwC as CIA Consultant
TEARDROP GOLF: Receives $18 Million Offer for Gen-X Sports Assets
THE RADISSON: Kansas Bank Takes Over Arlington, Texas Hotel

UNITED ARTISTS: Delays Rent Payment on 1995 Master Lease
VDC COMMUNICATIONS: Initiates Massive Expense Reductions
WHEELING-PITTSBURGH: PwC to Continue as Auditors & Accountants
WHEELING-PITTSBURGH: Chides Export-Import Bank for Chinese Loan Guaranty

                               *********

BRADLEES: States Raise Consumer Protection Objections & Complaints
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Customers trying to return merchandise bought from Bradlees' Route 440
location in Jersey City were surprised to find out the department store
chain refused to accept returns or exchanges even with receipts, the
Jersey City News Journal said.  The department store chain, which had
filed for bankruptcy protection Tuesday, had earlier said it would honor
merchandise exchanges of non-defective merchandise from December 30
until January 15, when it will close, provided all exchanges were
accompanied by the original receipt.

Connecticut Attorney General Richard Blumentahl announced December 31
that he had filed a motion with the U.S. Bankruptcy Court in New York
seeking a federal court order to require Bradlees to honor gift
certificates and merchandise returns during the bankruptcy process.

Hudson County director of consumer affairs Willie Flood advised
consumers complaining they could not return goods to pick up a claim
form at the Consumer Affairs Office in the county Administration
Building on Newark Avenue, the Journal said.  She said consumers are to
attach a copy of their receipt to the forms, which are already
addressed, before sending it to the bankruptcy court in Manhattan.

Massachusetts Treasurer Shannon O'Brien said Sunday her office would
file claim with the U.S. Bankruptcy Court in New York to hold Bradlees
responsible for all abandoned property, including gift certificates,
layaway deposits, credit balances and outstanding payroll checks, still
held by the company.

Bradlees has agreed to sell its inventory and allow Going Out
of Business Sales to be run by a joint venture comprised of Gordon
Brothers Retail Partners LLC, The Nassi Group, LLC, The Ozer Group, LLC,
Hilco Trading Company, Inc., and Garcel, Inc. d/b/a Great American
Group.  The Massachusetts-based department store chain is shutting down
105 stores and laying off about 10,000 workers in Connecticut,
Massachusetts, New Hampshire, Maine, New York, Pennsylvania and New
Jersey.  


CAREMATRIX: Committee Taps Akin Gump as Lead Counsel
----------------------------------------------------
The seven-member Official Committee of Unsecured Creditors of CareMatrix
Corporation and its various debtor-affiliated restructuring their
operations in cases pending before the U.S. Bankruptcy Court in
Wilmington, met and voted to retain Akin, Gump, Strauss, Hauer & Feld,
L.L.P., as its legal counsel. Peter M. Faukner at Third Avenue Funds,
chairing the Creditors' Committee, discloses that Akin Gump represented
Third Avenue from the Petition Date through the date the committee was
appointed.

Michael S. Stamer, Esq., an partner in Akin Gump's New York office,
leads the engagement, assisted by David H. Botter, Esq., and Philip C.
Dublin, Esq. Akin Gump will bill time spent by its professionals at its
customary $60 to $615 hourly rates.


CORAM HEALTHCARE: Judge Approves Emergency Debt-for-Equity Conversion
---------------------------------------------------------------------
Federal bankruptcy Judge Mary Walrath last week approved an emergency
request by Denver-based Coram Healthcare Corp. to allow the home health
care company's note holders to convert about $122 million of debt to
equity in the form of preferred shares, according to the Rocky Mountain
News. The debt conversion will allow Coram in 2001 to remain in
compliance with physician ownership and referral provisions of the
Omnibus Budget Reconciliation Act of 1993. Without the ruling, Coram's
three-year average balance sheet equity in the first quarter of 2001
would likely have fallen below the required level set by the budget act.
Judge Walrath, who issued the order from the U.S. Bankruptcy Court for
the District of Delaware, also extended for three months Coram's right
to re-submit a reorganization plan to the court. The court rejected the
company's initial reorganization plan, submitted in August, last week.
Coram voluntarily filed for chapter 11 protection last summer. It sought
court protection based on its inability to repay $251 million in debt
due or redeemable next May.  (ABI 02-Jan-2001)


CRIIMI MAE: Iannarone Promoted to EVP as Chapter 11 Exit Finalized
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CRIIMI MAE Inc. promoted David B. Iannarone to the new position of
executive vice president.  Mr. Iannarone, who has been CRIIMI MAE's
general counsel since 1996 and senior vice president since 1998, will be
responsible for acquisitions of commercial mortgage-backed securities,
structured finance, legal affairs and investor relations.  Mr. Iannarone
will assume these responsibilities as CRIIMI MAE emerges from bankruptcy
and seeks to reestablish itself in the market for subordinated
commercial mortgage-backed securities (CMBS).  

As an initial step in returning to active participation in the CMBS
market, Mr. Iannarone and a team from CRIIMI MAE will be attending the
Commercial Mortgage Securities Association (CMSA) conference in Miami,
January 7-9.  

Mr. Iannarone summarized the company's current status as follows:

     "The last step in emerging from bankruptcy is documenting the
     credit arrangements set forth in our plan of reorganization. Once
     those documents are completed and the company is out of Chapter 11,
     we will work to reestablish CRIIMI MAE as an active participant in
     the CMBS market."  

Regarding post-bankruptcy plans, Mr. Iannarone said:

     "We will return to the market by building on our in-house CMBS and
     real estate expertise, including CRIIMI MAE's loan servicing
     affiliate which continues to service $22 billion of loans and
     recently had its ratings as a servicer affirmed by Fitch."  

On December 11, 2000, Fitch Investor Services affirmed the commercial
mortgage servicer ratings for CRIIMI MAE Services LP (CMSLP), and
removed CMSLP's Rating Watch Negative.  

On November 22, 2000, Judge Duncan W. Keir of the United States
Bankruptcy Court for the District of Maryland, Greenbelt Division,
signed an order confirming the plan of reorganization under which CRIIMI
MAE Inc. and two affiliated companies will emerge from bankruptcy.  

Before joining CRIIMI MAE, Mr. Iannarone served from 1991 to 1996 with
the Resolution Trust Corporation/Federal Deposit Insurance Corporation
as counsel for securities and finance. He handled commercial and
multifamily loan securitizations, the National Securitization Program
with Fannie Mae and Freddie Mac and portfolio sales of performing and
non-performing loans and real estate.   From 1989 to 1991, Mr. Iannarone
was assistant vice president and counsel with Citibank, N.A, serving the
World Corporate Group in international and domestic financings for
large-cap corporations and the Corporate Banking Department in domestic
financings for mid-cap corporations.  From 1986 to 1989, he was an
associate in the Corporate and Banking Department of Kaye, Scholer,
Fierman, Hayes & Handler, in New York.  Mr. Iannarone received an LLM
from the Georgetown University Law Center, a JD from the University of
Villanova School of Law and a BA from Trinity College.  



DIMAC HOLDINGS: Names Addison 'Add' Everett as VP & CFO
-------------------------------------------------------
DIMAC Holdings Inc. announced that Addison "Add" Everett has been named
Executive Vice President and Chief Financial Officer.  With over 25
years of experience, Everett is a seasoned manager and financial
executive, who will be responsible for information technology and all
financial matters at the Company.  

Before joining DIMAC, Everett was Vice President -- Finance, Chief
Financial Officer, and Treasurer for Panthus Corporation, a $150 million
company with interests in technology, healthcare, construction and
industrial supplies. During Everett's 12 years there, he guided the
financing, acquisition and subsequent growth of Panthus into a
diversified and profitable holding company.  He also created all
financial, human resources, information technology and business
management systems for the parent corporation and each individual
operating company.  

Everett succeeds John Weil, who will continue as a Director and as an
advisor during DIMAC's emergence from Chapter 11, which is expected in
late January. Robert "Kam" Kamerschen, Chairman and Chief Executive
Officer, commented, "We appreciate John Weil's significant support and
contributions over the past year when he stepped in and took over the
responsibility of seeing DIMAC through its transition.  We are pleased
that he will remain with DIMAC as a director.  

"Add will greatly benefit TeamDIMAC as a member of the Senior Executive
Team.  We look forward to working with him and to the expertise and
direction he will bring to our organization. He will, among other
responsibilities, oversee the Company's accounting methodology and
institute a shared services environment for DIMAC's accounting
functions.  His experience will be of particular value as we implement
DIMAC's improved operating strategies, structure and practices and
position the Company to lead the value-added direct response marketing
services industry."  

Prior to Panthus, Everett served as Vice President -- Finance and Chief
Financial Officer of Stackpole Corporation, a privately held materials
manufacturer, where he introduced strategic planning, budgeting,
domestic and international finance, and corporate management processes
to upgrade the organization.  Everett earned his bachelor's degree from
the University of Kentucky and his MBA from the University of Michigan.  

DIMAC's Plan of Reorganization was approved by the U.S. Bankruptcy Court
in Wilmington, Delaware, on December 19, 2000 and is expected to become
effective in late January, at which time the Company would formally exit
Chapter 11.  The Plan was consensual, having received the support of all
major constituencies, including the Company's secured bank lenders and
its Official Unsecured Creditors Committee.

DIMAC Corporation provides a comprehensive range of integrated and
insightful direct response marketing solutions, which are supported by
creative strategy/agency services, database strategy/management services
and "Total Program Management" direct mail services and products.


EDWARD THEATRES: Moves to Assume Entertainment Properties Trust Leases
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Entertainment Properties Trust (NYSE:EPR) announced today that Edwards
Theatres of Newport Beach, Calif., has voluntarily filed a motion with
the bankruptcy court to assume its leases for two megaplex theatres
owned by Entertainment Properties Trust.

The megaplex theatres, located in Aliso Viejo, Calif., and Boise, Idaho,
were purchased by EPR in a 1998 sale/leaseback transaction with Edwards
Theatres. Both theatres are consistently ranked in the top 100 highest
box office grossing theatres in the United States. "We are pleased that
the strength of these megaplex theatre properties is further
demonstrated by the requested assumption of the leases. As we have
continued to reiterate during this process, EPR's portfolio of theatres
is comprised of profitable theatres that will not be rejected in a
bankruptcy, but will serve as the cornerstone of any debtors future
operations and growth. We have seen no interruption in rent payments
during this process and, based on the strength of our properties, we
don't expect any interruptions as this theatre replacement cycle
continues to progress," said David Brain, CEO of Entertainment
Properties Trust.

Edwards Theatres filed for protection under Chapter 11 bankruptcy on
August 23, 2000. All rents due to EPR under the terms of the leases have
been paid throughout the bankruptcy proceedings.

Since becoming publicly traded in November of 1997, EPR has acquired
more than $500 million in theatre and related properties throughout the
United States which are operated by such first-run movie exhibitors as
AMC Entertainment, Loews Cineplex Entertainment, Muvico Entertainment,
Edwards Theatres and Consolidated Theatres.

Entertainment Properties Trust is a specialty finance company organized
as a real estate investment trust (REIT) whose principal business
strategy is to acquire and develop a diversified portfolio of high-
quality properties leased to major entertainment-related business
operators. The Company's common shares of beneficial interest are traded
on the New York Stock Exchange under the ticker symbol EPR.
Entertainment Properties Trust company contact: Jon Weis, 30 Pershing
Road, Suite 201, Kansas City, Missouri 64108. 888/EPR-REIT. FAX:
816/472-5794. The Company website is at www.eprkc.com.


FRUIT OF THE LOOM: Employs Bell Boyd to Lead Fight with Sara Lee
----------------------------------------------------------------
Fruit of the Loom and Union Underwear are currently engaged in a pending
civil action captioned Fruit of the Loom Inc., et al. v. Sara Lee Corp.,
et al., in the United States Court for the Northern District of
Illinois, Eastern Division, Civil Action No. 1:00cv06328. Debtor wants
Bell, Boyd & Lloyd of Chicago, Illinois, to serve as special
intellectual property and litigation counsel.

FTL attorney Kate Stickles tells Judge Walsh that Bell, Boyd has
extensive expertise representing clients in complex intellectual
property actions.  On May 3, 2000, Judge Walsh approved the retention of
Bell, Boyd. However, because the law firm's fees are expected to exceed
the authorized limit for ordinary course professionals, Fruit of the
Loom seeks authority to retain, employ, compensate and reimburse Bell,
Boyd as special litigation counsel, pursuant to Sections 327(e) and
328(a).  Indeed, Bell Boyd is intimately familiar with the case because
it currently represents Fruit of the Loom in the Sara Lee litigation.

To the best of Fruit of the Loom's knowledge and belief, Bell, Boyd
meets the legal definition of a disinterested party. Ms. Stickles admits
that Bell, Boyd has represented Sara Lee in the past, however, the
matters were completely unrelated to the current case. Bell Boyd has
received a waiver from Sara Lee of any potential conflicts with regard
to the proposed representation of Fruit of the Loom.

Bell, Boyd will be compensated at its standard hourly rates, based on
counsel's level of experience. The rates range from $250 to $440 for
members, $160 to $240 for associates and $80 to $135 for legal
assistants. The hourly rates are subject to periodic firm-wide
adjustments. Counsel promises to maintain detailed, contemporaneous
records of time and any actual and necessary expenses incurred in
connection with their legal services. Subject to Court approval, Fruit
of the Loom will pay Bell, Boyd a retainer of $100,000, which will be
credited against fees and disbursements as they are billed and approved.
Fruit of the Loom will replenish the retainer when the unapplied balance
becomes less than $20,000.

An affidavit by Michael J, Abernathy Esq., from Bell, Boyd & Lloyd is
attached to the filling.  He extols his firm's qualification in the
intellectual property field.  Bell, Boyd researched its client database
and Mr. Abernathy assures the Court his firm is a disinterested party.
The affidavit was signed by Mr. Abernathy and notarized by Shirley Fisch
on November 28, 2000.  (Fruit of the Loom Bankruptcy News, Issue No. 19,
Bankruptcy Creditors Service, Inc., 609/392-0900)


GEAC COMPUTER: CFO John Lanaway Quits as Tom Pippy Steps In
-----------------------------------------------------------
Troubled Canadian software giant Geac Computer Corp. announced that CFO
John Lanaway will leave the company on January 12.  

Current senior vice president of mergers and acquisitions Tom Pippy will
replace Lanaway, Reuters said. Pippy will report to president and CEO
John Caldwell, who replaced former CEO Douglas Bergeron early December
last year.  Lanaway quit almost 2 months after Bergeron resigned.

In September, Geac announced 500 job cuts amounting to 12% of the
company's workforce in a restructuring effort to reduce C$60 million, or
$40 million, in annual expense.  It also said it was open to takeover
bids.  The company posted a second-quarter loss of C$56.5 million early
December, down from a profit of C$19.7 million a year earlier.  

HARNISCHFEGER: Establishes Headquarters Auction Protocol
--------------------------------------------------------
Upon the motion of South Shore Corporation, the U.S. Bankruptcy Court
Court for the District of Delaware authorized an auction-style 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 is the corporate
headquarters for Harnischfeger Industries, Inc., located at 3600 South
Lake Drive in 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: Hires Wasserstein as Financial Advisor
----------------------------------------------------------
ICG Communications and its debtor-affiliates present their Application
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:

     (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.

Additionally, 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 and 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)


IMPERIAL HOME: Takes Additional Action to Optimize Global Manufacturing
-----------------------------------------------------------------------
The Imperial Home Decor Group Inc. (IHDG) said today that it will close
its production plant in Brampton, Ontario. All transition activities are
expected to be complete by the end of June 2001.

Douglas R. Kelly, president and chief executive officer of IHDG, said,
"We are taking these actions in view of the expected slowing retail
environment in 2001 and the improved capabilities of our global
manufacturing facilities. Given our world-wide production capacity, we
will implement this plan without any disruption to our customers."

Kelly said all employees had been notified of the plant closure.
Starting early last summer there was reduced demand on this facility,
leading to the five-week shutdown at the end of the year. This reduced
demand caused a reduction of employees from 400 in 1999 to approximately
165 currently. A management transition team is in place at the Brampton
facility, and some employees will remain for the duration to help effect
the transition.

Kelly also stated that over the last two years IHDG has made significant
improvements to its global manufacturing capabilities. These
improvements include:

  -- Expanding the Knoxville, Tenn., distribution center to include a
     state-of-the-art finishing facility, bringing die-cutting and self-
     stick capabilities in-house;

  -- Implementing shift modifications that allow for up to seven-day
     continuous operations to maximize global production efficiencies;

  -- Improving production metrics and output at its manufacturing and
     distribution facilities;

  -- Establishing interchangeable printing cylinders, allowing for the
     transfer of production among facilities and utilizing both CAD/CAM
     and digital printing technologies;

  -- Consolidating North American production planning, information
     systems, and customer-service operations into the company's
     Cleveland headquarters.

Kelly expanded, "We will continue to take appropriate steps to right
size our company, optimize our global capabilities, improve our products
and better serve our customers." The company announced on December 18th
that it had filed its plan of reorganization with the bankruptcy court
in Delaware and anticipates emergence at the end of the first quarter
2001.

Imperial Home Decor Group is the world's largest designer, manufacturer
and distributor of residential wallcovering products. IHDG also markets
commercial wallcoverings and is a premiere supplier of pool liners
through the Vernon Plastics operating division. Headquartered in
Cleveland, Ohio, IHDG supplies home centers, national chains,
independent dealers, mass merchants, design showrooms and specialty
shops. Product lines include the Imperial, Katzenbach & Warren, Albert
Van Luit, Sterling Prints, Imperial Fine Interiors, and Sunworthy brand
names. IHDG has manufacturing capabilities worldwide including:
Sherbrooke, Quebec; Knoxville, Tenn.; Adams, Mass.; New Castle, Ind.;
and Darwen and Morecambe, England. The company was created in 1998
through the merger of Imperial Wallcoverings and Borden Decorative
Products. In 1999, Imperial Home Decor Group had net sales of $411.7
million.


IMPERIAL SUGAR: Deloitte Doubts Ability to Continue as Going Concern
--------------------------------------------------------------------
Deloitte & Touche has expressed its doubt about the ability of Imperial
Sugar Co. -- the nation's largest sugar company -- to continue as a
going concern in light of recurring losses and loan-covenant violations.  
As reported in the December 21 edition of the Troubled Company Reporter,
Imperial has already suggested that it might file for bankruptcy.  The
critical issue is the Company's ability to make a $12.2 million interest
payment on $250 million of senior subordinated notes.  A waiver
agreement has postponed the due date to Jan. 8.  The Sugar Land, Texas-
based company markets its sugar nationally under the Imperial, Dixie
Crystals, Spreckels, Pioneer, Holly, Diamond Crystal and Wholesome
Sweeteners brands.


INTEGRATED HEALTH: Assumes 5 South Carolina Leases with Taylor
--------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 365 Integrated Health Services, Inc., and
certain of its direct and indirect subsidiaries, including the five
Debtor tenants to the respective leases, sought and obtained the Court's
authority to assume five non-residential real property relating to five
nursing home facilities leased from Henry Thomas Taylor:

     (1) Magnolia Place, Inc. leases an 88 bed nursing home facility
         located at 8020 White Avenue, Spartanburg, South Carolina;

     (2) Magnolia Manor Spartanburg, Inc. leases a 95 bed nursing home
         facility located at 375 Serpentine Drive, Spartanburg, South
         Carolina;

     (3) Magnolia Manor - Rockhill, Inc. leases from Taylor a 106 bed
         nursing home facility located at 107 Murray Drive, Rockhill,
         South Carolina

     (4) Magnolia Manor - Greenwood, Inc. eases an 88 bed nursing home
         facility located at 1415 Parkway Drive, Greenwood, South
         Carolina,

     (5) Magnolia Manor - Monck's Corner, Inc. leases a 132 bed nursing
         home facility located at 505 South Live Oak Drive, Monck's
         Corner, South Carolina.

Taylor has previously objected to the Debtors' motions for the extension
of the period for the assumption/rejection of leases at least twice. By
moving the Court for authorization for the assumption of the leases, the
Debtors have met the deadline set in the Court's order with respect to
Taylor's second objection known. Taylor's first objection was denied at
the conclusion of a hearing on July 26, 2000 subject to the Debtors'
agreement to pay to Taylor, in addition to their monthly contractual
lease payments, Supplemental Payments in the sum of $8,228 each month
pending the assumption or rejection of the Taylor Leases.

The Debtors report that in accordance with the Court's ruling, they have
been making such Supplemental Payments each month to Taylor. The Debtors
now seek authority to setoff such Supplemental Payments against their
future contractual lease payments as authorized by the Court at the July
26, 2000 hearing.

The Debtors submit that there is no cure amount required to be paid
pursuant to section 365(b) of the Bankruptcy Code with respect to the
Taylor Leases.

The Debtors further advise the Court that Taylor's present mortgagee has
indicated its willingness to waive the Early Termination Fee to which it
may be entitled under the terms of the existing loan documents in
connection with the payoff of Taylor's existing mortgage indebtedness,
in consideration for the Debtors' agreement to assist Taylor in
connection with his refinancing efforts. Taylor committed in open Court
and in a prior settlement agreement between the parties to share with
the Debtors fifty percent of any reduction or waiver of such early
termination fee granted by Taylor's existing mortgage lender.

However, the Debtors have been unable to reach agreement with Taylor
regarding the terms of an agreed assumption of the Taylor Leases despite
substantial time and effort in negotiation.

In conclusion, the Debtors tell Judge Walsh that after careful
evaluation of economic factors relating to the assumption of the leased
facilities, they have determined that the Taylor leases should be
assumed.

Accordingly, the Debtors sought and obtained the issuance and entry of
an order

     (a) authorizing Debtors to assume the five Taylor leases;

     (b) determining any cure claim pursuant to section 365(b) of the
         Bankruptcy Code;

     (c) setting the timing and amount of setoff against future rents in
         accordance with the July 26, 2000 ruling of the Court; and

     (d) requiring Taylor to pay to the Debtors fifty percent of the
         agreed reduction in or waive of early termination fee in
         connection with the payoff of the landlord's existing mortgage
         indebtedness with respect to the Taylor leases.

The Debtors expressly reserve the right to assign the Taylor Leases
subject to the requirements of section 365(f) of the Bankruptcy Code.
(Integrated Health Bankruptcy News, Issue No. 12, Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INTRENET INC: Halts Operations, Liquidates Assets, Lays Off 1,700
-----------------------------------------------------------------
Trucking company Intrenet Inc (INET.O) said Tuesday it and its
subsidiaries, which include Roadrunner Trucking, Eck Miller
Transportation, Advanced Distribution System, Roadrunner Distribution
Services and INET Logistics, will cease operations immediately, Reuters
relates.   Intrenet will lay off about 1,700 workers and will retain
"minimal staff" during the winding down of operations and liquidation of
assets.  No loads after January 2 will be accepted or delivered.  INET
Logistics will continue to operate until it is sold.

Intrenet said issues related to fuel prices, driver retention and
unwillingness of customers to accept higher rates would hinder the
company from achieving operational profitability.  The company said it
also lacked capital to execute its business plan, Reuters said.

The trucking company said it is cooperating with a lender that holds a
first lien on all company property, but could not give any guarantee it
could satisfy claims of unsecured creditors.  It said no assets would be
available to shareholders.


KCS ENERGY: Committee, Key Noteholders & CSFB Support New Plan
--------------------------------------------------------------
KCS Energy, Inc., and its nine debtor-affiliates tell Judge Walsh that
they have reached a consensual agreement with their Official Committee
of Unsecured Creditors, the four noteholder members of the Committee
(Lord Abbett & Co., Van Kampen High Income Corporate Bond Fund,
Offitbank and DDJ Capital Management LLC) acting in their individual
capacities, and Credit Suisse First Boston on the terms of a chapter 11
plan. The consensual plan is embodied in the Debtors' Fourth Amended
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code,
dated December 29, 2999. The Supporting Parties agree to support
confirmation, provided, however, that confirmation occurs by January 31,
2001.

Under the Fourth Amended Plan:

   * Secured Bank Claims totaling $107 million, will be paid in full,
     in cash on the Effective Date;

   * Holders of KCS' Senior Notes, aggregating $150 million, will
     receive $60 million in cash plis New 11% Notes for the $90 million
     balance;

   * Holders of $125 million of Senior Subordinated Notes will receive
     accrued but unpaid interest in cash on the Effective Date and the
     Senior Subordinated Notes will be renewed at 8-7/8% per annum;

   * General Unsecured Claims will be paid in full in cash on the
     Effective Date; and

   * KCS Common Stock Interests remain undisturbed.

Michael P. Kessler, Esq., at Weil Gosthal & Manges LLP represents KCS in
its chapter 11 restructuring; D.J. Baker, Esq., at Gibson, Dunn &
Crutcher LLP represents the Committee; and Peter Goodman, Esq., at
Andrews & Kurth LLP represents CSFB.

To facilitate the consensus, Judge Walsh will convene a confirmation
hearing at 9:30 a.m. on January 30, 2001 and continue that hearing, if
necessary, so that it concludes by the 31st.


KPC MEDICAL: Caremark Rx Takes $70 Million 4th Quarter Charge
-------------------------------------------------------------
Caremark Rx, Inc. (NYSE: CMX) says it expects to record a discontinued
operations charge of $70 million in the quarter ended December 31, 2000.  
The charge records the anticipated impact on the Company of the recent
bankruptcy filing by KPC Medical Management, Inc. and its affiliated
corporations and medical groups in California.  In August 1999, KPC
purchased a portion of Caremark's Southern California physician practice
management assets as part of the Company's exit from the PPM business.  

The most significant component of the charge relates to potential future
real estate lease obligations which, as previously disclosed, were
assumed by KPC in 1999.  The lease terms are varied, with some extending
through 2017. The charge will not materially impact the Company's
liquidity given the terms of the leases.  

"As a result of the unexpected bankruptcy of KPC, we are increasing our
discontinued operations reserves for the potential impact of this event,
"said Mac Crawford, Chairman and Chief Executive Officer of Caremark Rx,
Inc.  "We are actively working to deal with the leases and feel that the
charge covers any exposure that we may have as a result of the KPC
bankruptcy."  

"Regarding our continuing operations, our core business continues to
perform very well and we are comfortable with the consensus earnings per
share estimates for continuing operations of $0.14 as reported by First
Call for the fourth quarter of 2000," continued Crawford.  


LANGSTON CORPORATION: Harris Pays $1.3M for Flexo Folder Gluer
--------------------------------------------------------------
Prior to its chapter 11 filing, The Langston Corporation entered into an
agreement with Harris Packaging Equipment under which Langston agreed to
sell, construct, deliver and install a Landston Model 5113 Saturn III
Flexo Folder Gluer and certain related equipment for $1.3 million. The
Debtors present Judge Walsh with a Motion asking for authority to
perform all of its obligations under the contract.

Michael R. Lastowski, Esq., of Duane, Morris & Heckscher LLP, tells
Judge Walsh that completion of this transaction is important becasue it
will "serve to provide further assurances to other potential customers,
lenders and investors regarding the viability of the Debtor's
manufacturing business." Moreover, Mr. Lastowski notes, another
installed corrugated box-making machine is a new opportunity for
Langston to perform maintenance when the flexo-folder-gluer breaks down
and Harris will be a new customer in need of parts!

Judge Walsh will entertain the Debtors' request at a hearing on January
18 in Wilmington.


LEGEND AIRLINES: Court Approves Financing Deal to Restart Operations
----------------------------------------------------------------------
Legend Airlines Inc. received a green light from the U.S. Bankruptcy
Court on Friday to use $1 million in loans to restart its operations,
according to Reuters. Allan McArtor, Legend's chairman and president,
said the service to LaGuardia Airport in New York and to Dulles in
Washington could resume as early as mid-January. Legend is cutting for
now its service to Las Vegas and Los Angeles. It still plans to begin
service to San Jose, Calif., early in the spring.

The court hearing came after the Dallas-based carrier secured $20
million from a private investment group. Legend must return to court to
use more than the $1 million approved Friday by U.S. Bankruptcy Judge
Robert McGuire, however. A hearing before McGuire likely will be
scheduled within the next 15 days. Friday morning, Legend's creditors
did not oppose the loan but asked the airline to reveal the lenders'
identities.

In a story in Friday's editions of the Dallas Morning News, Legend
counsel Toby Gerber declined to identify the investors, other than to
say that they are not bankruptcy lenders and do not hold equity stakes
in other airlines. Legend filed for chapter 11 bankruptcy protection on
Dec. 3. It was the first airline to operate long-haul flights from
Dallas Love Field in more than a quarter century.

Federal Aviation Administration officials must examine Legend's planes
to see if they have been properly maintained and are still within
federal specifications, an agency spokesman has said. Legend, which
launched its first flight in April, had raised $62 million in start-up
capital but failed to find enough financing to complete a $40 million
private equity offering. If Legend receives approval for its financing
plan, it should be able to file its reorganization plan by the end of
January, Gerber said.  (ABI 02-Jan-2001)


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)


LETSBUYIT.COM: Netherlands e-Tailer Seeks Debt Moratorium
---------------------------------------------------------
The Frankfurt-based LetsBuyIt.com said it is seeking protection from its
creditors and hasn't ruled out having to shut down operations. The
online retailer is "essentially in a holding pattern," said
LetsBuyIt.com Investor Relations Director Stephen Cox.  He said the
request for a debt-repayment moratorium -- filed in the Netherlands,
where the group's holding company is registered -- is "the equivalent of
U.S. chapter 11" bankruptcy protection.

Trading in the company's shares was suspended by Germany's Neuer Markt
following the news.  The company plans to meet with its insolvency
trustee in the Netherlands next week, said Cox, adding that closing down
operations is one option for LetsBuyIt, though not one favored by the
company.

LetsBuyIt is filling orders taken before Friday, but won't take any
orders after that. The retailer won't know when it can begin taking
orders again until after it has met with its Dutch trustees, said Cox.  
(ABI 02-Jan-2001)


LTV CORPORATION: BCSI Launches Case-Specific Newsletter
-------------------------------------------------------
Bankruptcy Creditors' Service, Inc., launched publication of LTV
BANKRUPTCY NEWS, providing gavel-to-gavel coverage of the $5.8 billion
chapter 11 reorganization undertaken by The LTV Corporation (NYSE: LTV),
LTV Steel, VP Buildings and LTV Copperweld, and 45 of their affiliates
before the United States Bankruptcy Court in Youngstown, Ohio.

Among other things, detailed information extracted from the Debtors'
chapter 11 bankruptcy petitions, a consolidated list of the Debtors' 50-
largest unsecured creditors, and a calendar of the key dates and
deadlines in the Debtors' chapter 11 cases is available in the first
issue of the newsletter.  A free copy of that newsletter is available at
http://www.bankrupt.com/ltv.txtusing a standard Web browser.   


LTV CORPORATION: NYSE Delists Bankrupt Metal Company
----------------------------------------------------
The New York Stock Exchange is delisting the stock of the United State's
No. 4 steel maker and metal fabricator LTV Corp, which had filed for
protection under Chapter 11 of the U.S. Bankruptcy Code last month.

Gregory Cresci, writing for Reuters, said the NYSE said LTV's common
stock should be suspended from trading before the market's opening on
January 10, and that it will apply with regulators to delist LTV's
common stock after the suspension.  The NYSE said LTV, which said it
will not challenge the action, said it will apply to transfer trading of
its stock to the Over-the-Counter Bulletin Board.  The exchange also
said LTV's shares have fallen below its continued listing criteria.

LTV was unable to secure financing of about $150 million from Chase
Manhattan to allow it to continue operations for a short time.


M GROUP: Asks For Third Extension of Exclusive Period
-----------------------------------------------------
"While it is clear that assets will be distributed," from M Group,
Inc.'s estates, Maria Aprile Sawczuk, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers, LLP, tells Judge Walrath, "it is not clear what
percentage of such assets will be available for distribution to
unsecured creditors." This uncertainty is attributable, Mr. Sawczuk
continues, to the on-going claims objection and reconciliation process.

Assuring the Court that "meaningful discussions have taken place" among
M Group, its creditors' committee and its lenders, Mr. Sawczuk asks
Judge Walrath for a third extension of the Company's exclusive period
within which to propose a plan of reorganization. Specifically, the
Company requests an extension through March 9, 2001.


NEW TECHNOLOGY: Ceases Operations & Heading Back to Bankruptcy Court
--------------------------------------------------------------------
Mac upgrade company, New Technology, has ceased operations and will file
its second bankruptcy, despite company executives categorically denying
rumors that it would close its doors just three weeks ago, according to
a newswire report. About 40 employees received certified letters on
Wednesday stating the company would seek bankruptcy protection pending
shareholder approval and that all but a handful of employees were
terminated, effective Friday. The letter also stated employees would
receive two weeks severance pay along with health insurance coverage
through the end of January. The letter did not explain the reasons
behind the permanent closing of operations, but said there would be a
shareholders meeting on Jan. 8 to vote on the issue of filing for
bankruptcy protection.

Sources report that New Technology has been in informal discussions for
a number of weeks now with a number of other third-party upgrade
manufacturers in an attempt to sell the company. Based on the decision
to cease operations, sources say they assume a deal was never completed,
leading to bankruptcy proceedings. New Chief Financial Officer Dennis
Huffman told MacCentral on Dec. 6 the company was not near bankruptcy
despite rumors to the contrary, and was going forward with plans to
debut new products at Macworld Expo in January 2001.  (ABI 02-Jan-2001)


OWENS CORNING: Agrees to Let 6th Cir. Asbestos Appeal Proceed
-------------------------------------------------------------
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 GATEWAY: Nasdaq Halts Trading Awaiting Additional Information
---------------------------------------------------------------------
The Nasdaq Stock Market on Tuesday said it halted trade on Pacific
Gateway Exchange Inc. (Nasdaq:PGEX) until the international
telecommunications carrier satisfies Nasdaq's request for "additional
information."   

Burlingame, Calif.-based Pacific Gateway filed for Chapter 11 bankruptcy
protection on Friday in San Francisco.  As reported in yesterday's
edition of the TCR, the Company is in discussions with Bank of America
and Bankers Trust Company, its current lenders, regarding a debtor in
possession financing arrangement and hopes to finalize such financing
and seek Bankruptcy Court approval for the financing within the next few
days.  The Company is represented in connection with its Chapter 11 case
by Klee, Tuchin, Bogdanoff & Stern and Pachulski, Stang, Ziehl, Young &
Jones.


PETS.COM: Seeks Stockholder Approval on Liquidation Plan
--------------------------------------------------------
Pets.com, Inc. (Nasdaq:IPET), announced today that it will hold a
special meeting of stockholders on Jan. 16, 2001 to seek stockholder
ratification and approval of the Company's Plan of Complete Liquidation
and Dissolution as well as stockholder approval to change the Company's
name to IPET Holdings, Inc.

Pets.com has filed a final proxy statement with the Securities and
Exchange Commission. Stockholders of record as of Dec. 13, 2000 will be
entitled to notice of and to vote at the special meeting and any
adjournment thereof.

Pets.com announced on Nov. 7, 2000 that it would begin the orderly wind
down of its operations, including laying off most of its employees,
negotiating the sale of the majority of its assets, and paying off its
outstanding liabilities.


PILLOWTEX: Committee Interposes Objection to DIP Financing Pact
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pillowtex Corporation,
represented by Fred S. Hodara, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, objects to the Debtors' Motion for approval of its proposed
$150 million DIP facility with Bank of America, N.A., calling the credit
facility "financially onerous and overreaching".

The central criticism leveled by the Committee at the terms of the
proposed credit facility is that it gives the DIP lenders and pre-
petition lenders benefits and protections which are not warranted by the
limited scope of the new borrowings under the DIP Facility.
Specifically, the Committee objects to:

     (a) the conversion of the pre-petition bank claims into post-
petition obligations of the Debtors, protected by additional liens and
superpriority administrative status;

     (b) the current payment of interest in cash of all of the pre-
petition lenders' pre-petition claims, even where unsecured;

     (c) the requirement that the Debtor pay all of the professional
fees of the Lenders without any opportunity for review;

     (d) the ability to modify the DIP Facility without Committee or
Court review; and

     (e) the prohibition on the use of any funds from the carve-out to
challenge or contest the validity of the pre-petition lenders' claims or
the liens securing the same.

In short, the Committee states, the Pre-Petition Lenders have
inappropriately used their leverage, gained as providers of the DIP
Facility, to have their pre-petition claims treated as current post-
petition obligations, with all of the protections afforded post-petition
obligations under the Bankruptcy Code.  If the Pre-Petition Lenders are
permitted to have their way, the Committee charges, the estates will be
committed, less than one month into these Chapter 11 cases, to have to
pay out more than $600 million in claims in full in cash immediately
upon confirmation of any plan of reorganization that might be confirmed
in these cases. The Committee says it is simply too early in these cases
to so severely limit plan options or to hand such power to one creditor
constituency.

Independently of the Committee's Objection, KeyCorp Leasing, through its
attorney objected to the Debtors' Motion to the extent that the terms of
the post-petition financing prohibited or restricted the Debtors'
ability to make payments to lessors of equipment and/or secured parties,
and granted to any other party any secured interest in any equipment
leased from KCL. Specifically, KCL objected to the provisions in the
post-petition facility which prohibited post-petition rental payments on
account of financing leases, which are not true leases, as may be
indicated by the Debtors' consolidated financial statements. To the
extent that the treatment of KCL's right to post-petition lease payments
is dependent on Pillowtex's characterization of the leases, KCL
requested clarification of KCL's status as a true lessor.

KCL further objected to the post-petition credit facility in that there
was no carve-out from post-petition collateral for replacement parts,
substitutions, modifications, or additions that might be affixed or
incorporated into the KCL property. Since Pillowtex is obligated under
the leases to maintain the equipment leased from KCL in good working
order, KCL objects to the post-petition financing agreement to the
extent it might give the post-petition lenders a security interest in
repaired or replacement parts installed in KCL leased property.  
(Pillowtex Bankruptcy News, Issue No. 3, Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PLAINWELL INC: Court Okays $55 Million of DIP Financing
-------------------------------------------------------
Specialty paper and tissue manufacturer Plainwell Inc., received final
approval from the Bankruptcy Court for its debtor-in-possession
financing and other routine relief.  The DIP agreement calls for
Congress Financial Corp. to provide a new $55 million credit facility to
fund the company's ongoing operating needs during its voluntary
restructuring under Chapter 11 of the United States Bankruptcy Code.

President and Chief Operating Officer Gary A. Hayden said he was
extremely pleased that the court approved the request for the post-
petition financing. "The support from our customers and vendors has been
tremendous and the approval of the DIP financing should give them added
assurance that we will continue to operate our business and fulfill our
obligations while we restructure," said Hayden.

"With our DIP financing . . . in place, we can now focus our efforts on
the core operations of our business and concentrate on our key
constituencies -- our customers, our vendors and our employees," said
Hayden. "We remain dedicated to those actions we believe necessary to
make us more profitable in the future and that will enable PLAINWELL
INC. to maximize the value of the business for all of the company's
stakeholders."


POTLATCH CORPORATION: Fitch Puts Long-Term Debt on Watch
--------------------------------------------------------
Fitch has placed the senior unsecured long-term debt ratings of Potlatch
Corporation on Rating Watch Negative.  This rating action reflects debt
levels that have become higher than expected given the current business
environment.  The current Fitch ratings for Potlatch are `BBB+' on
debentures and `F2' on commercial paper.

At the end of the third-quarter 2000, Potlatch had total debt of $912
million, which is substantially above the prior year-end level of $834
million. Fitch expects that debt levels will have further increased by
the end of the fourth quarter as the company is experiencing lower
realizations for wood products (lumber, oriented strand board (OSB), and
plywood), higher energy and start-up costs and outflows for capital
programs that have substantially concluded in 2000. Potlatch has
recently completed a $500 million plus modernization program at its pulp
mill in Cloquet, MN. In addition, the company expanded capacity at an
OSB mill in Cook, MN. Free cash flow from operations in 2001 will
probably not be sufficient to reduce debt to its year-end 1999 level.

The rating will remain on Rating Watch Negative until sometime in the
first-quarter 2001 when Fitch will discuss with Potlatch management in
detail its strategic operational and financial plans, including its
targets and timing for debt reduction.


SAFETY-KLEEN: Litigation with McDonnell Douglas will Move Forward
-----------------------------------------------------------------
Safety-Kleen Corp. asks Judge Walsh for his stamp of approval on a
stipulation between the Debtors and McDonnell Douglas permitting
litigation to proceed, with an effective date of February 1, 2001. After
considering the stipulation, Judge Walsh entered an Order granting the
requested relief and approved the Stipulation.

Prior to S-K's Petition Date, McDonnell Douglas commenced litigation
against each of John J. Lidyoff, David J. Lidyoff, and Safety-Kleen (Los
Angeles) Inc. in the federal District Court for the Central District of
California. The Complaint included allegations in connection with
certain contracts between McDonnell Douglas and Oil Process Company, a
partnership, and Defendant Oil Inc. McDonnell Douglas claimed damages in
excess of $10 million for indemnity and contribution. McDonnell Douglas
also alleged that Safety-Kleen was liable because of successor
liability, and that the Lidyoffs were liable through their partnership
interests in OPC. The Complaint alleges that the Lidyoffs were partners
in OPC and that DOI is the successor corporation to OPC. The Complaint
alleges that DOI changed its name to Rollins O.P.C., Inc. in 1992, and
that entity changed its name to Laidlaw Environmental Services (Los
Angeles) Inc. in 1997, whereupon that entity changed its name to Safety-
Kleen LA. The Debtors have an obligation to indemnify the Lidyoffs with
respect to certain claims brought against them, and because the Debtors
have done so with respect to this action the Debtors have asserted a
right to an injunction under Bankruptcy Code Sec 105, the Court's
general equity statute, because the outcome of this action may affect
property of the Debtors' bankruptcy estates. McDonnell Douglas has
disputed this, and asserted in any event it is entitled to relief from
the bankruptcy stay of creditor action to continue this litigation.

To avoid the costs and uncertainty of litigating these competing claims
to a stay and injunction, the Debtors and McDonnell Douglas have asked
the Court to approve a stipulation providing as follows:

     (a) The bankruptcy stay will be modified without further order of
the Court effective as of February 1, 2001, to permit the parties to the
litigation to continue to prosecute and defend the litigation;

     (b) McDonnell Douglas may not enforce or execute upon any
settlement or judgment entered against the Debtors by a court of
competent jurisdiction or other disposition of the claims against the
Debtors in the litigation, other than by filing a proof of claim;

     (c) The Debtors shall not attempt to extend the bankruptcy stay to
either or both of the Lidyoffs, take any action to obtain injunctive
relief against either or both of the Lidyoffs with respect to the
litigation, or seek injunctive relief against the enforcement of either
or both of the Lidyoffs of any settlement, judgment or other isposition
of the litigation against assets which are not property of the estates
of the Debtors; and

     (d) The Debtors shall not be compelled to make any payment to
McDonnell Douglas on account of the underlying claims in the litigation
other than pursuant to a confirmed plan of reorganization in the
Debtors' Chapter 11 cases or further Order of this Court.
(Safety-Kleen Bankruptcy News, Issue No. 12, Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SILVER CINEMAS: Requests Exclusivity Extension to April 16
----------------------------------------------------------
Silver Cinemas International, Inc., et al., "anticipates that the Court-
approved sale process in which the Debtors are now involved may result
in a completed sale of the Debtors' enterprise or substantially all of
the Debtors' assets within the next few months," the Company's legal
team led by Merle C. Meyers, Esq., at Goldberg, Stinnett, Meyers &
Davis, tells Judge Farnan. To allow the sale process to move forward
without distraction about who will control the plan formulation process,
Silver asks the Court to extend its exclusive period during which to
file a plan of reorganization through April 16, 2001. Nobody could
possibly know the best type of plan for the Company at this juncture,
Ms. Meyers suggests, and now is not the time to allow a "free-for-all"
to disrupt an orderly sale process designed to produce the most
beneficial result for the Estates' creditors.


SUN HEALTHCARE: Renews Request to Hire PwC as CIA Consultant
------------------------------------------------------------
At the hearing on the original application, the Court voiced its concern
that because PricewaterhouseCoopers LLP represents the prepetition
senior lenders, employment of PwC by Sun Healthcare Group, Inc., might
constitute a disqualifying conflict of interest.  Nevertheless, Judge
Walrath permitted the Debtors to amend their original application to
seek authorization for PwC's employment pursuant to section 327(e) of
the Bankruptcy Code.

In an amended application, the Debtors express their confidence that the
PwC retention does not implicate any adverse or conflicting interests.

The Debtors draw Judge Walrath's attention to the limited purpose for
retaining PwC to render the Compliance Services with respect to which
there is an alignment of interest between the Debtors and the Senior
Lenders. The Debtors explain that in view of OIG's requirement for the
creation of an IRO to monitor the Debtors' activities into the
postpetition period and OIG's proposal that the substantial expense
involved in creating and maintaining the IRO function be borne by the
Debtors, the Debtors seek to retain a consultant with the requisite
expertise and experience in negotiating IROs in an effort to keep those
expenses to a minimum. As such, the interests of the Debtors and the
Senior Lenders, as well as other creditors of the Debtors' estates, are
aligned with respect to the services contemplated under PwC's
engagement.

The Debtors tell the Court that the Administrative Agent and the
Creditors' Committee have acknowledged, consented to and support the
limited retention of PwC for the specified purpose of providing the
Compliance Services.

The Debtors represent that after a thorough review of the relevant case
law, they believe that a debtor's retention of a creditor's professional
for a specified limited purpose is permissible under sections 327(a),
(c) and (e). Case law, the Debtors note, evidences that such employment
is subject to disqualification only where there is a conflicting or
adverse interest with respect to the limited matter for which the
professional is to be retained, as set forth in In re Arochem, 176 F.3d
610(2d Cir. 1999).

The Debtors' research shows that while section 327(e) concerns
employment for a specified special purpose, that section explicitly
states that it is concerned with the retention of a debtor's former
attorney. Cf. In re Andover Togs, Inc., 199 B.R. 4, 6 (Bankr. S.D.N.Y.
1996) (authorizing the special retention of accountants for a specified
limited purpose pursuant to sections 327(e) and 105); United States
Trustee v. Price Waterhouse, 19 F.3d 138 (3d Cir. 1994) (disallowing
retention of the debtors' former professionals as general accountants,
under section 327(a), who were also one of debtors' 20 largest
creditors). Similarly, although section 327(c) contemplates the
retention of professionals that represent creditors, it does not provide
complete guidance when the employment is only for a specified limited
purpose. More recently, the Second Circuit Court of Appeals echoed this
approach to requests for limited retention for a specified purpose under
sections 327(a) and 327(c), by determining that in
applying sections 327(a) and (c) we should reason by analogy to 327(e),
so that "where the trustee seeks to appoint counsel only as 'special
counsel' for a specific matter, there need only be no conflict between
the trustee and counsel's creditor client with respect to the specific
matter itself."

Moreover, the Debtors remind the Court that PwC is the only remaining
firm available that possesses the qualifications to adequately provide
them with the Compliance Services. The Debtors note that courts in the
Third Circuit have recognized this type of necessity by allowing the
employment of professionals despite an otherwise disqualifying interest,
when "no other competent professional is available." In re BH&P, Inc.,
103 B.R. 556, 566 (D.Del.1989), aff'd, 949 F.2d 1300 (3d Cir. 1991).

To give further safeguard lest a potential conflict exists, the Debtors
say they have requested that PwC erect an "ethical wall" that would
shield the sharing of information between the professionals working on
the IRO negotiations from the professionals working for the Senior
Lenders.

The Debtors also report that after consultation with the Senior Lenders
and the Creditors' Committee, they provided a letter to the United
States Trustee requesting its consent to the proposed retention of PwC
and counsel for th UST responded that they had no objection to the
Debtors' retention of PwC in the limited capacity of serving as
government negotiation consultants.

The Court has approved the application nunc pro tunc to July 19, 2000.
(Sun Healthcare Bankruptcy News, Issue No. 16, Bankruptcy Creditors'
Service, Inc., 609/392-0900)


TEARDROP GOLF: Receives $18 Million Offer for Gen-X Sports Assets
-----------------------------------------------------------------
Teardrop Golf Company tells the U.S. Bankruptcy Court for the District
of Delaware that it has received an $18,000,000 offer for the purchase
of substantially all of its assets from Gen-X Sports, Inc.

"The Detor believes the immediate sale of its assets is absolutely
necessary to maximize their value to its estate," Charles F. Vihon,
Esq., of Arnstein & Lehr tells the Court. "The Debtor is losing money on
a daily basis and [an] expeditious sale will act to stem further losses.
*   *   *   Due to the nature of the Debtor's business, the failure to
take prompt and immediate action on the sale would likely cause loss of
[a] substantial amount of its customer base, devalue by at least half
its receivables and prevent any purchaser from benefitting from the
inherent value of [the] Debtor's trade names," Mr. Vihon continues.

To be certain the the estate obtains the highest and best price for
these assets, the Debtors propose that the sale be subject to higher and
better offers under a protocol providing for a $750,000 overbid, a
$500,000 deposit, $100,000 bidding increments and a $500,000 break-up
fee.

Toronto-based Gen-X Sports, Inc., is represented by Michael B. Solow at
Hopkins & Sutter in Chicago. Congress Financial, the Debtor's secured
lender, indicates to the Court that it supports the sale and the auction
process.


THE RADISSON: Kansas Bank Takes Over Arlington, Texas Hotel
-----------------------------------------------------------
The Radisson Suite Hotel, in Arlington, Texas, has filed bankruptcy and
been taken over by a Kansas bank, according to the Star-Telegram. The
202-room hotel, located between Dallas and Fort Worth, will operate
under a new name - the Arlington Suite Hotel - and be put up for sale
after renovation, said a member of its transition team.  Its previous
owners - Royal Development - relinquished control to Bank Midwest on
Dec. 5 after the bankruptcy filing. The group had lost its Radisson
designation from Carlson Hospitality Worldwide for failure to pay
franchise fees, the team member said. The 16-year-old hotel on 6.59
acres is appraised at $9 million, according to the Tarrant Appraisal
District. It has 3,000 square feet of meeting space, an indoor pool, a
restaurant and a lounge.  (ABI 02-Jan-2001)


UNITED ARTISTS: Delays Rent Payment on 1995 Master Lease
--------------------------------------------------------
United Artists Theatre Circuit, Inc. disclosed that in conjunction with
its reorganization under Chapter 11 of the U.S. Bankruptcy Code, it has
delayed its rent payment required by its 1995 leveraged lease
transaction while it solicits consent to certain Amendments and waivers
under the Master Lease, 1995-A Pass Through Trust Agreement and related
documents dated December 13, 1995.

As a consequence, the semi-annual interest and principal payments on the
UATC Series 1995-A 9.3% Pass Through Certificates which were due January
2, 2001, have also been delayed.

As a result of several weeks of negotiations, UATC has reached an
agreement in principal (the "Amendment Agreement") with the theatre
property Owner Trustee that, subject to the approval of the
Certificateholders, would amend the Transaction Documents, and is
finalizing Amendment Agreements with the two largest Certificateholders
representing in excess of 50% of outstanding Certificate principal
balance. In general, the Amendment provides UATC and the Owner Trustee
with additional flexibility to terminate a portion of the Master Lease
and sell certain obsolete theatre properties included in the leverage
lease transaction. A substantial portion of the net proceeds from
obsolete property sales will be used to partially prepay the
Certificates on a pro rata basis at a premium to the current trading
level of the Certificates, but at a discount to par. The consent will
also provide for certain waivers in connection with the reorganization
of UATC.

Kurt C. Hall, President and Chief Executive Officer, said: "As it is our
primary goal to emerge from bankruptcy with no underperforming theatre
properties, it was imperative that we create the flexibility to remove
obsolete properties from the Master Lease underlying our 1995 leveraged
lease transaction. We believe the proposed Amendment structure provides
us with the required flexibility and at the same time improves the
credit quality of the remaining collateral pool and that of UATC, and
provides the Owner Trustee with the ability to make a current cash
payment to the Certificateholders in excess of the trading level of
their securities."

Mr. Hall concluded: "It is not the intent of the Amendment to reduce the
payment of future rent on the remaining performing properties or reduce
the related interest and principal payments to be made on the remaining
outstanding Certificates. We intend to assume the Master Lease as part
of our bankruptcy process and make the rent payment which was due today,
if, and as soon as, the Amendment is approved by the
Certificateholders."

United Artists is the primary operating subsidiary of United Artists
Theatre Company, a privately held Company. United Artists has issued
publicly traded debt securities and through UATC is a leading operator
of motion picture theatres with 1,604 screens in 216 locations within 22
states.


VDC COMMUNICATIONS: Initiates Massive Expense Reductions
--------------------------------------------------------
VDC Communications, Inc. (Amex: VDC) announced that it is undertaking
substantial expense reductions necessitated by its continuing negative
cash flow, its inability to pay operating expenses, its inability to
raise additional capital, and its depleted and inadequate cash position.

VDC's current liquidity-constrained circumstances result primarily
from:

     * the inability of VDC's recently acquired retail long distance
       operation to sufficiently reduce its cash losses; and

     * VDC's inability to raise funds.

As reported in the October 31 edition of the Troubled Company Reporter,
BDO Seidman, LLP, as expressing dount about the company's ability to
continue as a going concern.  At that time, current liabilities exceeded
current assets by millions and losses were continuing.

The current cutbacks include an approximate 48% staff and operations
reduction at the retail long distance unit, the expected elimination of
the Los Angeles wholesale switching facility, the ceasing of wholesale
long distance operations in general, and a severe curtailment in VDC's
corporate overhead. The remaining operations will be consolidated to
further reduce cash expenses. As of today, VDC does not know the extent
of any charges that will be incurred as a result of these actions.

In addition, VDC says it has been in talks with unsecured creditors for
months in attempts to settle past due payables. VDC has experienced
modest success with certain vendors by finding mutually agreeable
compromises. Nevertheless, these settlements have not had a material
impact on VDC's balance sheet and, as such, VDC has been unable to
complete the proposed financing announced on October 27, 2000. As part
of its ongoing plan, VDC will continue to seek compromise of its
undisputed accounts payable in the hope of settling with its creditors.
VDC will also continue to seek alternatives in regard to improving the
balance sheet, including but not limited to: capital raising, and the
sale of asset(s). However, VDC has recently been unsuccessful in raising
capital and it is unlikely that asset sales will satisfactorily address
VDC's current liquidity situation. VDC is also considering merger and
acquisition possibilities.

In order to maximize reductions, Frederick A. Moran, VDC's Chairman,
C.E.O., Secretary, and Director and Clayton F. Moran, VDC's C.F.O. and
Treasurer, have resigned. Anthony DeJesus, C.P.A., VDC's Controller, has
been appointed Director, Chairman, C.E.O., C.F.O., Secretary and
Treasurer by VDC's Board of Directors. Mr. DeJesus joined VDC in July
1998. Prior to joining VDC, Mr. DeJesus had been an audit manager at the
accounting firm BDO Seidman, L.L.P. Since July 1998, he has been an
integral part of VDC's management team. Since VDC's continuing
operations are substantially those of VDC's retail subsidiary, it is
expected that the operating capability will be provided internally by
this subsidiary's staff.

Anthony DeJesus, VDC's newly-appointed Chairman and C.E.O., stated:
"Anticipating the international wholesale long distance business' severe
industry-wide debacle and the continued predatory tactics of a
monopolistically-positioned critical infrastructure vendor, VDC
attempted to migrate from a low-growth, margin-squeezed international
wholesale business to the higher margin retail domestic long distance
business. While VDC has reduced the cash burn rate of its retail long
distance operation by about 75% since its June 2000 acquisition, the
reductions have proven insufficient in light of VDC's inability to raise
additional capital in the currently poor financing environment. It is
management's hope that this large cutback in operating expenses will
prove sufficient to permit VDC to achieve positive operating cash flow.
It is hoped that revenues produced by the existing customer base may
prove sufficient to cover substantially reduced expenses. In order to
maximize expense reductions, VDC has curtailed its marketing staff by
approximately 57%. VDC hopes that the current marketing effort will
offset expected customer attrition and possibly generate marginal
growth."

VDC is a long distance telecommunications company providing
domestic and international services to retail customers.


WHEELING-PITTSBURGH: PwC to Continue as Auditors & Accountants
-----------------------------------------------------------------------
Wheeling-Pittsburgh Corporation and its debtor-affiliates ask Judge
Bodoh for authority to employ PricewaterhouseCoopers LLP as certified
public accountants and advisors for the Debtors. 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)


WHEELING-PITTSBURGH: Chides Export-Import Bank for Chinese Loan Guaranty
------------------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation President James G. Bradley
strongly criticized the U.S. Export-Import Bank's decision to guarantee
a loan to a Chinese steel maker, a loan which will allow it to increase
its steelmaking capacity.  

"It is clearly not in the best interest of the United States to
guarantee an $18 million loan to a Chinese steel maker when domestic
steel companies, including Wheeling-Pittsburgh Steel and LTV, have been
forced to file for bankruptcy protection because of illegally dumped
foreign steel," Bradley said.  "It is ironic that Benxi Iron and Steel
Co. obtained a loan guaranteed by a government held corporation during a
time when Wheeling-Pittsburgh Steel was unable to qualify for a
federally guaranteed loan under the Byrd Bill."  

The steel import crisis has glutted the domestic steel market in the
United States, forcing down prices.  Bradley noted that Wheeling-
Pittsburgh Steel has more than 1,500 employees on temporary layoff this
week due to reduced orders for its steel.  

The Export-Import Bank board decided that the potential damage to U.S.
steel makers was outweighed by the fact that the loan will cover the
purchase of equipment from three U.S. companies and thus help protect
hundreds of jobs.  

"There are more than 100 million tons of excess steelmaking capacity
around the world," Bradley noted.  "This loan will add to that excess
capacity and will further jeopardize the jobs of Wheeling-Pittsburgh
Steel's 4,800 employees, as well as tens of thousands of others
throughout the domestic steel industry."  

Wheeling-Pittsburgh Steel filed for Chapter 11 Bankruptcy Protection on
Nov. 16.


                         *********

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

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Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles available
from Amazon.com -- go to
http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt
-- or through your local bookstore.

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

                         *********

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

Troubled Company Reporter is a daily newsletter co-published by
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Inc., Washington, DC USA.  Peter A. Chapman, Debra Brennan, Yvonne L.
Metzler, Joan Florido and Aileen Quijano, Editors.

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

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