TCR_Public/010112.MBX           T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 12, 2001, Vol. 5, No. 9

                             Headlines

ARMSTRONG: Judge Farnan Okays Weil Gotshal & Manges as Lead Counsel
BOYD GAMING: S&P Suspects a Meaningful Turnaround is Unlikely
BUILDING MATERIALS: G-I Holdings' Bankruptcy Has S&P Watching
CARMIKE CINEMAS: Senior Lenders Block Nine Month Exclusivity Bid
CITATION CORP: Thin EBITDA & Other Pressures Catch S&P's Eye

COMMUNITY DISTRIBUTORS: S&P Gives Drugstore Chain Thumbs Down
CRIIMI MAE: Reintroduces Itself
FLEMING FURNITURE: Files for Chapter 11 Protection in Tennessee
GST TELECOMMUNICATIONS: Time Warner Finalizes $690MM Asset Purchase
HARNISCHFEGER: Moves to Subordinate Equity Interest Claims

HAYNES INT'L: Moody's Junks Alloymaker's Senior Notes due 2004
ICG COMMUNICATIONS: Teng Construction Moves for Relief from Stay
LANGUAGEWARE.NET: Seeks M&A Partner or Additional Financing
LERNOUT & HAUSPIE: Gets Okay to Pay Pre-Petition Sales & Use Taxes
LOEWEN: Carothers Holding Sells Death Care Assets for $5,250,000

LTV CORP: Seeks Use of Cash Collateral Over Lenders' Objections
OWENS-CORNING: Foreign Creditors Now Defined as Critical Vendors
PILLOWTEX: US Trustee Appoints Unsecured Creditors' Committee
RADIOLOGIX INC: S&P Taking a Closer Look at Merger Delays
RELIANCE GROUP: Court Extends Order To Block Icahn's Tender Offer

REVLON: S&P Says Exchange Offer is Tantamount to a Default
RK POLYMERS: S&P Sees High Financial Risk & Rates Bank Line BB
RO-JACK'S: Supermarket Chain Files Chapter 7 Petition in Boston
SAFETY-KLEEN: Sues Sumter County, S.C., in Bankruptcy Court
SAKS INCORPORATED: Moody's Cuts Senior Unsecured Rating to Ba1

SEND.COM: Will Cease Operations
STAGE STORES: Disposing of 118 Leases in 16 States
SUN HEALTHCARE: Stipulation Allows Insured Claim to Proceed
SERVICE MERCHANDISE: Outlines 2001 Operating Initiatives
TWA: American to Acquire Substantially ALL of TWA'S Assets

TWA: Case Summary & List of 20 Largest Unsecured Creditors
TWA: S&P Hangs D Rating on All Issues After Chapter 11 Filing
WHEELING PITTSBURGH: Noteholders Hire Stroock as Lead Counsel
XEROX: GECC Extends US$435 Million in New Secured Financing
XO COMMUNICATIONS: S&P Junks 5.75% Convertible Subordinated Notes

*BOOK REVIEW: The Big Board: A History of the New York Stock Market

                             *********

ARMSTRONG: Judge Farnan Okays Weil Gotshal & Manges as Lead Counsel
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Armstrong World Industries sought and obtained permission from
Judge Farnan to employ the law firm of Weil, Gotshal & Manges LLP
as their lead bankruptcy counsel in the Company's on-going chapter
11 cases to:

   (a) Take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalves, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of objections
       to claims filed against the Debtors' estates;

   (b) Prepare on behalf of the Debtors, as debtors in possession,
       all necessary motions, applications, answers, orders,
       reports, and papers in connection with the administration of
       the Debtors' estates;

   (c) Negotiate and prepare on behalf of the Debtors any plan(s)
       of reorganization and all related documents; and

   (d) Perform all other necessary legal services in connection
       with these Chapter 11 cases.

Stephen Karotkin, Esq., leads the Debtors' team of lawyers from
Weil's New York office, assisted by Debra A. Dandenau, Esq., in
Miami.  The Firm will bill its customary hourly rates for its legal
services:

           Members and Counsel $375 to $675
           Associates          $165 to $440
           Paraprofessionals    $75 to $175

For the period from October 10, 2000, to December 5, 2000, Weil
Gotshal has received $850,000 from the Debtors for professional
services rendered and expense incurred, including $380,000 advance
estimated to over the period from December 1 through 5, 2000.

Mr. Karotkin assures the Court that his Firm does not represent any
party in interest in these cases other than the Debtors. In the
interests of full disclosure, Mr. Karotkin advised that the firm
has represented, and continues to represent, certain parties having
an interest in these cases, but not in any matters adverse to or
related to these Chapter 11 proceedings or the Debtors.
Specifically, the firm has represented, or continues to represent,
Chase Manhattan Bank, Deutsche Bank, Wachovia Bank, Bank of America
National Trust & Savings Association, J. P Morgan Securities, Inc.,
Morgan Guaranty Bank & Trust, Barclays Bank PLC, Citibank NA, First
Union National Bank, Bank One, and the Hong Singapore Banking
Corporation fka Marine Midland Bank, NA.(Armstrong Bankruptcy News,
Issue No. 3, Bankruptcy Creditors' Service, Inc., 609/392-0900)


BOYD GAMING: S&P Suspects a Meaningful Turnaround is Unlikely
-------------------------------------------------------------------
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Standard & Poor's revised its outlook on Boyd Gaming Corp. to
negative from stable. At the same time, Standard & Poor's affirmed
its double-'B' corporate credit, double-'B'-minus senior unsecured
debt, and single-'B'-plus subordinated debt ratings.  The outlook
revision follows Boyd's announcement that it will report weaker-
than-expected operating results for the fourth quarter of 2000, due
largely to a competitive market, construction disruptions, and cold
weather.

The year 2000 was challenging for Boyd, as its two Sam's Town
properties (in Las Vegas and in Tunica, Miss.) were affected by
renovation-related construction, and as Sam's Town Tunica was
further affected by a highly competitive market. In addition,
Treasure Chest (Louisiana) experienced a significant decrease in
earnings, because of intense competition from JCC Holding Co.'s
land-based casino in New Orleans (partly owned by Harrah's) that
opened in the fall of 1999.

Still, through the first nine months of 2000, Boyd reported modest
EBITDA growth on solid performance at its Indiana riverboat (Blue
Chip), modest gains in Las Vegas (not including Sam's Town), and
strong year-over-year performance at Par-A-Dice with the
introduction of dockside gaming in Illinois in June 1999.

Standard & Poor's expects that the cash flow impact of a difficult
fourth quarter will increase leverage to the high end of
expectations. As anticipated, Boyd spent just over $100 million in
aggregate to renovate Sam's Town Tunica and to renovate and expand
Sam's Town Las Vegas. In addition, the company contributed about
$100 million in cash equity to its joint venture in Atlantic City,
Borgata. As a result it is likely that debt balances ended 2000 at
more than $1 billion. Standard & Poor's anticipates that debt
leverage, as measured by total debt to EBITDA was about 5x at the
end of 2000.

Standard & Poor's expects EBITDA to grow modestly in 2001, since
the completion of construction at Sam's Town Las Vegas will likely
result in upside potential to cash flow at this property.  A
meaningful turnaround at Sam's Town Tunica and Treasure Chest is
less certain in the near term.  The competitive environment for
Treasure Chest, however, could be affected by the outcome of the
recent bankruptcy filing by JCC Holding Co. Boyd could also benefit
from regulatory changes in Indiana and Louisiana over the
intermediate term, since its properties in these states do not
currently benefit from dockside gaming. Regulatory changes,
however, are extremely difficult to predict.

Over the longer term, Borgata is expected to perform well when it
opens in 2003. Initially, though, cash flow from this property will
likely be required to service construction-related debt and will
not be available for dividends to the joint venture partners.

Debt is expected to increase somewhat further in 2001 as the
company funds the remainder of its equity contribution to Borgota
(about $100 million). Additional capital spending should be modest,
primarily related to maintenance expenditures.

OUTLOOK: NEGATIVE

The outlook reflects Boyd Gaming's weaker-than-expected operating
performance, high debt leverage, and exposure to potential cost
overruns at Borgata. Ratings could be lowered if operating
performance does not improve over the intermediate term, Standard &
Poor's said.


BUILDING MATERIALS: G-I Holdings' Bankruptcy Has S&P Watching
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-
Standard & Poor's ratings on Building Materials Corp. of America
(BMCA), a leading roofing products manufacturer, remain on
CreditWatch with negative implications where they were placed on
Nov. 6, 2000.

Privately held G-I Holdings Inc., the successor to GAF Corp. and
the parent company of BMCA, recently filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
resolve asbestos liability claims. However, BMCA , the only
operating subsidiary of G-I , was not included in the filing.  The
CreditWatch listing will be resolved once Standard & Poor's has had
the opportunity to review with management, among other issues,
BMCA's belief that it will not sustain any liabilities with regard
to asbestos-related claims.

BMCA recently obtained a new $100 million secured revolving credit
facility and was able to extend the maturity date of its existing
$110 million revolving credit facility to August 2003, Standard &
Poor's said.


CARMIKE CINEMAS: Senior Lenders Block Nine Month Exclusivity Bid
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Carmike Cinemas Inc.'s senior lenders want to block Carmike's
bid for a nine-month extension of its exclusive periods for filing
a chapter 11 reorganization plan and soliciting plan votes, setting
the stage for the lenders to file a plan of their own. The lenders
opposed Carmike's bid alleging that it has failed to stabilize its
business and preserve its assets. At a hearing on Thursday, the
U.S. Bankruptcy Court in Wilmington, Del., will consider the motion
picture theater operator's request to extend its exclusive plan
filing through Sept. 28 and vote solicitation period through
Nov. 27. Carmike's exclusive plan filing period was set to expire
on Dec. 6; however, the court entered a bridge order extending it
through the hearing date. (ABI 10-Jan-2001)


CITATION CORP: Thin EBITDA & Other Pressures Catch S&P's Eye
-------------------------------------------------------------------
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Standard & Poor's revised its outlook on Citation Corp. to negative
from stable.  At the same time, Standard & Poor's affirmed its
ratings on the company.  The rating actions affect Citation's $360
million secured bank credit facility.

The outlook revision reflects lower-than-expected cash flow
generation, which has further weakened credit protection measures,
and the potential for bank covenant violations, as critical end
markets may decline meaningfully in the near term.

The ratings reflect Citation's very aggressive financial profile,
which largely offsets the firm's position as a leading manufacturer
of cast, forged, and machined components.

As a result of softness in various industrial markets, high
operating leverage, and manufacturing inefficiencies at one of the
company's operations, on Oct. 1, 2000, EBIT coverage was thin, at
0.8 times (x), and total debt to EBITDA was 4.3x. In the near term,
credit measures may weaken further as production volumes in
Citation's core markets are expected to drop significantly. The
major U.S. automotive manufacturers have announced production cuts
between 17%-26% for the quarter ended March 2001 (versus a year
ago), while excessive inventories, high diesel fuel prices, and
increased interest rates are expected to result in a 30%-35% drop
in heavy-duty truck production. Should these markets, which
accounted for 66% of Citation's sales in fiscal 2000, decline as
quickly and as meaningfully as expected, cash flow generation
likely will decline from 2000 levels and could trigger bank
covenant violations within the next few quarters. Still, operating
initiatives, reduced capital spending, and a focus on value-added
services should help keep total debt to EBITDA in the 4x-5x range.

Citation is a leading manufacturer in the large, highly fragmented,
and mature North American casting, forging, and machining
industries. Critical end markets are cyclical, which can lead to
significant unabsorbed overhead during an economic slowdown due to
high operating leverage in the casting industry. Pricing pressures,
especially in the automotive market, can be severe, making cost
controls and the ability to provide value-enhancing services, such
as engineering and machining, critical to generate fair
profitability measures. Citation's manufacturing technologies,
product diversity, and engineering capabilities are competitive
strengths. The company is expected to focus on integrating acquired
operations through improved manufacturing techniques and marketing
initiatives.

OUTLOOK: NEGATIVE

Should operating and financial initiatives fail to offset end-
market cyclicality and result in the further deterioration of
financial flexibility and credit protection measures, the ratings
could be lowered in the intermediate term, Standard & Poor's said.

     RATINGS AFFIRMED, OUTLOOK REVISED TO NEGATIVE FROM STABLE

                                                     RATINGS
     Citation Corp.
        Corporate credit rating                           B+
        Senior secured bank credit facil rating           B+


COMMUNITY DISTRIBUTORS: S&P Gives Drugstore Chain Thumbs Down
-------------------------------------------------------------------
------
Standard & Poor's revised its outlook on Community Distributors
Inc. to negative from stable. In addition, Standard & Poor's
affirmed its single-'B'-plus corporate credit and senior unsecured
debt ratings and its double-'BB' senior secured debt rating.  The
outlook revision reflects Community Distributors' weak credit
protection measures and expectations that competitive pressures
will make it difficult for the drug store company to reverse the
negative trends in its operating performance.

Sommerville, N.J.-based Community Distributors operates two store
formats: 38 Drug Fair drug stores and 15 Cost Cutter discount
stores, in the northern and central New Jersey markets. Community
Distributors' credit protection measures and operating margins have
been slowly deteriorating for slightly more than two years. EBITDA
coverage of interest declined to 1.7x for the 12 months ended Oct.
28, 2000, from 2.3x in fiscal 1998, and the operating margin
declined to 8.2% from 11.3% in the same period.

The company's operating margin has been under pressure as a result
of the intense competition in the industry, the increasing portion
of lower margin prescription drugs in its merchandising mix, a
higher portion of lower margin third-party payor customers, and
weak sales of its seasonal merchandise.

Significant improvement in operating performance in the near term
is not expected. With 53 stores, Community Distributors is a small
player in an intensely competitive industry. The company competes
against large players such as Walgreen, CVS, Rite Aid, and Eckherd
as well as non-drug store chains, such as supermarkets, warehouse
clubs, and large discounters, such as Wal-Mart and Target. Market
leadership is a critical factor for success in the industry. Larger
players have advantages in negotiating terms with suppliers and
third-party payors. Moreover, the larger players have been
investing heavily in technology to offset the negative impact of
low-margin managed-care contracts.

As Community Distributors does not have significant access to the
capital markets, due to its small size, it will be difficult for it
to grow its store base substantially or invest heavily in
technology that could reduce its cost structures. Nevertheless,
Community Distributors' operating performance could improve
modestly, given its plans to alter its mix of higher-margin front-
end merchandise to drive sales and margin and given the strong
growth in the prescription drug industry. The company has some
financial flexibility from its $20 million revolving credit
facility. As of Oct. 28, 2000, its seasonal peak, the company had
availability of $6 million.

OUTLOOK: NEGATIVE

The competitive nature of the drug store industry and pressure on
margins from managed care contracts will provide a challenging
environment for Community Distributors' management to grow the
business. Further margin erosion could result in a ratings
downgrade, Standard & Poor's said.


CRIIMI MAE: Reintroduces Itself
-------------------------------
Criimi Mae Inc. caught a big break when Federal Reserve Chairman
Alan Greenspan last week announced a half-point cut in the federal
funds rate. The move will likely boost the collateralized-mortgage-
backed securities (CMBS) market at a time when the once-bankrupt
loan originator is reinventing itself as a mortgage servicer. As
Criimi executives went to Miami this week to reintroduce themselves
at the Commercial Mortgage Securities Association conference,
they knew that the company's servicing portfolio of $22 billion in
CMBS would likely grow this year. "The company will at least
have $65 billion of gross new CMBS issuances to choose from in
2001," said Michael Youngblood, head of real estate research at
Banc of America Securities LLC.

Criimi, which exited a two-year stay in bankruptcy on Nov. 22 with
the confirmation of an $847 million recapitalization plan, will
rely on its accredited mortgage servicing business to regain its
stature and not on underwriting innovative subordinated CMBS
issues, as it did in its pre-bankruptcy days. Final touches are
still being put on that plan, but when it's complete, Rockville,
Md.-based Criimi Mae will have a balance sheet with $1.3 billion in
assets and $429 million in debt. Pre-bankruptcy, it had $2.1
billion in assets and $1 billion in debt. Also pre-bankruptcy,
Criimi was one of the few companies that serviced as well as
originated mortgage loans. Now, instead of having $30 billion in
mortgage loans to service, Criimi has $22 billion. The service
always operated during the bankruptcy proceedings. (ABI 10-Jan-
2001)


FLEMING FURNITURE: Files for Chapter 11 Protection in Tennessee
---------------------------------------------------------------
Fleming Fine Furniture filed for reorganization Monday, citing past
business problems that were exacerbated by the economic downturn
and harsh winter weather. As part of its reorganization, the
company will close its Mendenhall store by Feb. 1, said James P.
Fleming, president of the Memphis-based company. However, there are
no plans to lay off employees during the reorganization.

The filing lists a total of $8.4 million in assets for the Jackson,
Tenn. and Memphis stores and debts of $10.19 million.

The problems began about five years ago when Fleming opened two La-
Z-Boy stores and they did not perform as expected. One was
converted to a Fleming Fine Furniture store, and the other was
closed. This is not the first reorganization for Fleming Fine
Furniture, which filed for chapter 11 in 1986. In that
reorganization, the company listed debts of $2.9 million. The
bankruptcy was attributed to the company's over-expansion. (ABI 10-
Jan-2001)


GST TELECOMMUNICATIONS: Time Warner Finalizes $690MM Asset Purchase
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Time Warner Telecom Inc. (Nasdaq:TWTC), a leader in providing local
and regional optical broadband networks and services to business
customers, completed its purchase of substantially all of the
assets of GST Telecommunications Inc. out of bankruptcy for a total
purchase price of approximately $690 million. GST filed for
protection under Chapter 11 of the U.S. Bankruptcy Code on May 17,
2000. Time Warner Telecom Inc. financed the purchase price with its
available credit facilities.

"Completing this purchase is a tremendous step in setting Time
Warner Telecom apart from the rest of the competitive telecom
sector," said Larissa Herda, president and CEO, Time Warner
Telecom. "This acquisition significantly expands our geographic
presence in 15 new markets in the Western United States. By the end
of 2001, we expect to offer telecom solutions for business
customers in 44 U.S. markets, including 15 Tier 1 MSAs."

"Time Warner Telecom continues to execute on our business plan of
growing geographically, extending our optical networks in existing
markets and offering new broadband products, services and solutions
for businesses," Ms. Herda said. "We have employees in place to
commence the integration process in our new Western Division."

By completing the acquisition, Time Warner Telecom has nearly $1.7
billion invested in network facilities and nearly 13,500 route
miles of fiber in place.

"Time Warner Telecom has an established track record of building
and operating next generation optical networks and delivering our
broadband services to businesses," said Dave Rayner, senior vice
president and CFO, Timer Warner Telecom. "We look forward to
bringing this experience to our new markets and assets. Our
financing is in place, providing us a fully funded business plan.
This transaction moves Time Warner Telecom ahead of many
competitive telecom providers in terms of revenue, customers, and
pure fiber route miles."


HARNISCHFEGER: Moves to Subordinate Equity Interest Claims
----------------------------------------------------------
Harnischfeger Industries, Inc., asks the Bankruptcy Court in
Wilmington to deem 242 proofs of claim premised in equity interests
in HII in the aggregate amount of $62,061,638 subordinate to the
general unsecured claims against HII, pursuant to 11 U.S.C. section
510 and general corporate law. Among these is an equity claim (no.
10895), in the amount of $61,500,000 filed by Great Neck Capital
Etal.

The Debtors tell Judge Walsh that the 242 equity claims are either
claims that assert equity interests in Harnischfeger Industries,
Inc. or litigation claims premised on equity interests in HII.

In the motion, the Debtors reserve their right to object to any
Equity Claim on any other ground.(Harnischfeger Bankruptcy News,
Issue No. 36, Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAYNES INT'L: Moody's Junks Alloymaker's Senior Notes due 2004
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Moody's Investors Service lowered the rating on Haynes
International, Inc.'s $140 million senior notes due September 1,
2004 to Caa1 from B3, the Senior Implied rating to B2 from B1, and
the Issuer rating to B3 from B2. The rating outlook is negative.

The rating action was precipitated by the reported net loss of $2.7
million in the fourth quarter and the further erosion of the
Company's capital base. The fourth quarter loss brought the loss
for the fiscal year ended September 30, 2000 to $4.2 million. The
ratings reflect the Company's heavy, and increasing, debt burden,
the substantial negative net worth, insufficient interest coverage,
and negative free cash flow. The ratings also take into
consideration the cyclical nature of the Company's businesses
coupled with its high level of fixed cost, vulnerability to
customer product cycles and raw material pricing fluctuation,
especially nickel, and the Company's relatively narrow product
line.

However, the ratings also recognize the Company's leading
technological and market position in the high performance alloy
industry, its well-established customer base, and the potential to
benefit from the current favorable demand trend in the commercial
aircraft manufacturing industry and on-going strong demand from
land-based gas turbine power generator manufacturers.

The Caa1 rating on the senior notes reflect their effective
subordination to a $72 million senior secured bank revolving credit
facility.

The Company reported a net loss of $4.2 million for the fiscal year
ended September 30, 2000, versus positive net income of almost $0.6
million in fiscal 1999. The FY00 performance downturn occurred
despite a reduction of nearly $2.8 million to $0.7 million in costs
associated with the now terminated Federal Grand Jury investigation
of the nickel alloy industry. (Moody's notes that no legal action
was taken against the company.) The decrease in comprehensive
income, which is income net of foreign currency translation
adjustment, was more significant with a loss of $8.2 million in
FY00 versus a loss of $1.2 million in FY99. This resulted in a
reduction of book net worth from negative $90.1 million as of the
end of FY99 to negative $98.2 million.

The negative earnings picture occurred despite a positive turn in
product demand. Metal shipment volume for the fiscal year increased
by 18.3% to about 20 million pounds over the depressed FY99 level
as strong demand for product by aerospace and gas turbine
manufacturers significantly more than offset sales declines to the
chemical processing industry. However, revenue increased by only
9.8% to $229.5 million due to price declines and a higher
proportion of sales of lower priced "commodity" nickel-base alloys
compared to the higher-priced specialty and proprietary Haynes
alloys. The average selling price per pound declined 6% for the
year.

Despite the revenue increase, gross profit dropped by 3.8% to $43
million as gross margin declined to 18.7% from 21.4%. The margin
drop resulted from the lower selling price and the much higher cost
of nickel, the primary raw material used in the alloys. Nickel's
average price per pound, as reported by the London Metals Exchange,
increased to $3.98 in FY00 from $2.29 in FY99. Operating income of
$16 million realized in FY00 failed to cover the $22.6 million of
interest expense-- an increase of $2.3 million over 1999 due to
higher revolving credit borrowings and higher interest rates.

The Company's leverage remains high, coverage is thin, and cash
flow generation has been insufficient. Haynes' heavy debt burden
dates back from its 1989 buy-out from Cabot Corporation and the
subsequent 1997 recapitalization wherein Blackstone Capital
Partners II Merchant Banking Fund L.P. acquired a 79.9% interest in
Haynes Holdings. Total debt outstanding as of September 2000 was
$209 million, against an equity deficit of $98 million compared
with debt of $184 million and equity deficit of $90 million as of
September 1999. Given the increase in borrowing during the year and
decrease in EBITDA to $21 million from $22 million, credit
statistics have suffered. The ratio of debt/EBITDA increased to
10.0x compared to 8.4x in FY99, and EBITDA interest coverage
deteriorated to 0.9x from 1.1x in fiscal 1999. Net loss, coupled
with major growth in working capital (accounts receivable and
inventories), sharply reduced the Company's internally generated
cash flow. Cash flow from operations was negative $12.5 million and
free cash flow after capital expenditures was negative $21.5
million in fiscal 2000.

Haynes' high level of fixed costs and sensitivity to industry
demand cycles, combined with its high leverage, continue to pose
significant earnings and credit vulnerability. Although Management
has explored merger possibilities and made efforts to lever its
metallurgical expertise into additional industrial applications,
the cyclical aerospace and chemical processing industries continue
to account for the bulk of the Company's business. In fiscal 2000,
aerospace segment contributed 41% of sales and chemical processing
segment contributed 27%. After a weak fiscal 1999, the aerospace
segment experienced a stronger fiscal 2000 as a result of higher
commercial aircraft build rates. The chemical processing segment
which is tied to the overall economic activity, however,
experienced lower shipments and sales in fiscal 2000 due to fewer
major capital projects in the industry.

The negative outlook reflects Moody's concern for the Company's
ability to effect and sustain, in the medium term, sufficient
earnings to improve debt coverage and strengthen the capital
structure to more appropriate levels and to reduce dependence on
bank borrowings to cover asset growth. Moody's does expect,
however, earnings improvement in FY01 given the growth in business
backlog and the recent moderation in nickel prices.

Haynes International, Inc., headquartered in Kokomo, Indiana,
develops, manufactures and markets high temperature and high
corrosion resistant alloys (69% and 31% of revenues, respectively)
primarily for the aerospace and chemical processing industries.


ICG COMMUNICATIONS: Teng Construction Moves for Relief from Stay
----------------------------------------------------------------
Teng Construction LLC, through its attorney Karen C. Bifferato,
Esq., at the Wilmington, Delaware firm of Connolly, Bove, Lodge &
Hutz, LLP, argues that it is owed $5,909,201.67 for construction
services at 11 locations leased by ICG Communications, it is a
secured creditor, and it wants either adequate protection of its
mechanics' liens or the ability to foreclose.  Moreover, Teng
objects to any priming liens granted under the $200 million debtor-
in-possession financing facility proposed by the Debtors.

The locations on which Teng asserts a lien, and the amount of each
lien, are:

           120 Essex Street            $ 1,207,280.43
           Harrison, New Jersey

           3902 Hanna Circle, Bldg. 1    $ 805,346.04
           Indianapolis, Indiana

           900 Lake Street               $ 776,385.25
           Minneapolis, Minnesota

           1309 Nobel Street             $ 741.780.91
           Philadelphia, Pennsylvania

           300 Windsor Street            $ 660,870.89
           Hartford, Connecticut

           7375 Woodward Avenue          $ 646,053.68
           Detroit, Michigan

           390 Main Street               $ 566,924.18
           Buffalo, New York

           717 South Wells Street        $ 334.006.55
           Chicago, Illinois

           13450 Smith Road               $ 67,301.01
           Aurora, Colorado

           678 Beale Street               $ 63,126.74
           Memphis, Tennessee

           3211 Yeon Street, Bldg. B      $ 40,125.99
           Portland, Oregon

(ICG Communications Bankruptcy News, Issue No. 3, Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LANGUAGEWARE.NET: Seeks M&A Partner or Additional Financing
-----------------------------------------------------------
LanguageWare.net Ltd. (OTC Bulletin Board: LWNTF; LWNUF), parent
company of Wholetree.com, Inc., a provider of technology that
enables multilingual and multi-cultural global business
transactions over the Internet, said that it has been unable to
close a definitive financing transaction with Catenas Ltd. under
which Catenas Ltd. would assume the funding under an existing line
of credit agreement that LanguageWare.net had previously entered
with Technology Fund II Pte, Ltd., a Singapore based venture fund
and shareholder of LanguageWare.net.

Technology Fund II Pte, Ltd. has declined requests for additional
draw-downs on the existing line of credit stating that
LanguageWare.net has failed to meet performance requirements under
the terms of the loan. LangaugeWare.net's board of directors
considers this assertion to be without merit and is making
strenuous effort to negotiate with Technology Fund II to change its
position. Technology Fund II Pte Ltd has verbally indicated its
willingness to provide a limited amount of funds under a new
arrangement subject to its approval of a plan to be prepared by the
Company. The Board is also assessing the legal aspects of the loan
commitment. To date LanguageWare.net has received $1.1 Million in
proceeds under the $3.0 million loan commitment.

LanguageWare.net is also actively seeking other short-term
financing to meet its immediate operating requirements and is
actively exploring other possible strategic relationships.
Management of LanguageWare.net believes that if it does not obtain
adequate financing to meet its current operating needs by mid
January, it will be forced to cease operations. If by January 15
additional funding has not been obtained, the Board has approved a
plan for the company to retain only a skeleton technical staff
capable of maintaining the integrity of the technology in the short
term, seek a buyer or merger partner and attempt to negotiate
settlements with its creditors. Any additional funds received from
Technology Fund II would be used to retain an additional number of
employees and extend the period of viability while continuing to
seek funding and M&A opportunities.

                    About Wholetree.com Inc.

Wholetree.com Inc. enables businesses to communicate, transact and
provide customer support multi-nationally and multi-culturally over
the Internet. Its comprehensive e-business platforms are designed
to help companies, their customers, vendors, suppliers and
employees interact with each other in their native languages and
currencies on an international scale. The company is a wholly
owned, U.S. subsidiary of LanguageWare.net Ltd., which was founded
in 1988. For additional information, visit the company's Web site
at http://www.wholetree.com


LERNOUT & HAUSPIE: Gets Okay to Pay Pre-Petition Sales & Use Taxes
------------------------------------------------------------------
In the ordinary course of its business, Lernout & Hauspie Speech
Products and Dictaphone Corporation collect from its employees or
customers, or is liable for, various taxes, such as sales, use and
other trust fund taxes. The Debtors generally hold these trust fund
taxes for a period of time before remitting them to the appropriate
taxing authorities. These taxes are comprised of sales taxes that
the Debtors collect from customers for remittance to the
appropriate state or local taxing authority, use taxes that the
Debtors incur in the ordinary course of their business, and certain
other taxes, such as income, FICA and Medicare taxes, that the
Debtors withhold from their employees' paychecks or pay as a result
of their employees' wages, which are then periodically remitted to
the appropriate federal and state
taxing authorities.

Generally these trust fund taxes are paid in arrears. Some of the
taxing agencies were paid for all pre-petition trust fund taxes
prior to the Petition Date, but others were not paid all of the
trust fund taxes collected or retained by the Debtors prior to the
Petition Date. As of the Petition Date, approximately $1,000,000 in
pre-petition trust fund taxes was collected and remains with the
Debtors.

Still other taxing authorities were sent checks with respect to the
trust fund taxes that may or may not have been presented or cleared
as of the Petition Date. With respect to this category, the Debtors
request authority to, in its discretion and to the extent
applicable, issue post-petition replacement checks to those taxing
authorities that have not presented or cleared pre-petition checks
issued on account of trust-fund taxes.

Noting that these taxes were entitled to priority of payment under
the Bankruptcy Code, Judge Wizmur granted the relief as requested.
(Lernout & Hauspie Bankruptcy News, Issue No. 2, Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LOEWEN: Carothers Holding Sells Death Care Assets for $5,250,000
----------------------------------------------------------------
As part of the Disposition Program, Carothers Holding Company, Inc.
and other affiliates of The Loewen Group, Inc., seek the Court's
authority: (i) to sell the funeral home and cemetery businesses and
related assets at the Sale Locations to the Purchaser that the
Debtors determine has submitted the highest and best offer, free of
all liens, claims and encumberances; and (ii) to assume and assign
to the Purchaser the 155 executory contracts and unexpired leases,
pursuant to section 363 of the Bankruptcy Code and to reject one
real property lease with Jack Williams.

Pursuant to an Asset Purchase Agreement, the Initial Bidder
(Citadel Management, L.L.C.) and Loewen have agreed to a purchase
price of $5,250,000 subject to higher and better offers, and to the
Court's approval. All accounts receivable, transferable permits and
goodwill relating to the businesses conducted at the Sale Location
will be transferred to the Initial Bidder. The Initial Bidder
agrees to pay, and to hold the Selling Debtor harmless from, all
costs and other expenses associated with the sale, such as taxes,
levies and license and registration fees.

The Initial Bidder paid the Selling Debtors a deposit of $262,500
upon the execution of the Purchase Agreement and agrees to pay the
remainder of the Purchase Price at the closing. If the Selling
Debtors fail to consummate the transaction because they accept a
higher or better offer from another entity and actually close the
sale and receive the Purchase Price from such entity, or if the
Selling Debtors materially breach their obligations under the
Purchase Agreement and the Initial Bidder does not materially
breach its obligations under the Purchase Agreement, the Initial
Bidder is entitled to expenses in the amount of $105,000.

Neweol would sell and the Initial Bidder would purchase certain
accounts receivable related to the Sale Locations, pursuant to a
purchase agreement between Neweol and the Initial Bidder. The
amount of the Neweol Allocation will be determined immediately
prior to closing.

In accordance with the Net Asset Sale Proceeds Procedures, the
Debtors will use the proceeds generated to repay any outstanding
balances under the Replacement DIP Facility and deposit the net
proceeds into an account maintained by LGII at First Union National
Bank for investment, pending ultimate distribution on court order.
The Debtors advise that currently there are no net borrowings
outstanding under the Replacement DIP Facility, so this provision
is not presently operative but they covenant to comply with this
provision to the extent it becomes operative in the future. Funds
necessary to pay bona fide direct costs of a sale may be paid from
the account without further order of the Court.

The Sale Locations are:

   Carpenter's Funeral Home (2669) in Cherryville, NC
   Gaskins Funeral Home - Red Springs (3019) in Rowland, NC
   Mackie-Gentry Funeral Home (3075) in Yadkinville, NC
   Sisk-Butler Funeral Home (2670) in Bessemer City, NC
   Williams-Dearborn Funeral Service (2864) in Matthews, NC
   Carter Funeral Home (3035) in Garland, NC
   Reynolds Funeral Service (2744) in Eden, NC
   Padgett Funeral Home (3298) in Wallace, NC
   Sandling Funeral Home (3199) in Franklinton, NC
   Charlotte Memorial Gardens (5829) in Charlotte, NC
   Chatham Memorial Park (5696) in Siler City, NC
   Devotional Gardens (5783) in Warsaw, NC
   Grandview Memorial Park (5785) in Clinton, NC
   Hillcrest Memorial Park (5784) in Clinton, NC
   Edgecombe Memorial Park (5803) in Tarboro, NC
   Gardens of Gethsemane (5804) in Rocky Mount, NC
   Evergreen Memorial Estates (5570) in Grifton, NC
   Evergreen Memorial Cemetery, Inc. (5706) in Princeton, NC
   Fairview Memorial Park (2235) in Albermarle, NC
   Gardens of Faith Cemetery (5514) in Lumberton, NC
   Devotional Gardens Cemetery and Mausoleum (2273) in Dunn, NC
   Highland Memorial Gardens (2224) in Ashoskie, NC
   Bladen Memorial Gardens (5842) in Bladenboro, NC
   Lumbee Memorial Gardens (5554) in Lumberton, NC
   Oak Ridge Memorial Park (5571) in Pink Hill, NC
   Pamlico Memorial Gardens (5697) in Washington, NC
   Rockfish Memorial Cemetery (2256) in Wallace, NC
   Rose Hill Memorial Park, Inc. (5750) in Fallston, NC
   Roselawn Memorial Gardens (5794) in Reidsville, NC
   Rutherford County Memorial Cemetery (5701) in Forest City, NC
   Stanly Gardens of Memory (2217) in Albermarle, NC
   West Lawn Cemetery (2111) in Elizabeth City, NC

(Loewen Bankruptcy News, Issue No. 32, Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LTV CORP: Seeks Use of Cash Collateral Over Lenders' Objections
---------------------------------------------------------------
Bruce Bennett, Esq., Michael Morris, Esq., and Bennett J. Murphy,
Esq., from Los Angeles-based Hennigan, Bennett & Dorman advise
Judge Bodoh that, while LTV is among the largest steel
manufacturers in the United States -- employing more than 17,500
people and operating 53 active facilities in 17 states -- the
Debtors face a cash shortfall. Moreover, they have been unable to
gain support from certain of their prepetition lenders. The Debtors
have therefore filed a motion seeking interim and final relief
authorizing them to use cash collateral in the ordinary
course of their business, over those recalcitrant lenders'
objections, so as to continue operations, avoid laying-off 17,500
employees, and circumventing the resultant immediate and
irreparable loss to the Company's unsecured creditors and
shareholders.

In support of their Motion, the Debtors advise the Court that they
have inventory with a book value of approximately $805.2 million,
allegedly pledged to secure a debt of approximately $303.6 million,
including $98.6 million allegedly pledged as collateral for letters
of credit, and accounts receivable with a value of approximately
$419.4 million, allegedly pledged to secured debt of approximately
$295.3 million, including $10.3 million allegedly pledged as
collateral for letters of credit. The inventory lenders in these
cases are The Chase Manhattan Bank NA, BT Commercial Finance Inc.,
Sumitomo Bank, Ltd., Key Bank national Association, National City
Bank, PNC Bank NA, Credit Agricole Indosuez, GMAC Commercial Credit
LLC, and Bank of Nova Scotia. The accounts receivable lenders are
Abbey national Treasury Services, PLC, Credit Agricole Indosuez,
and Chase. Chase is the agent for both the Inventory Lenders and
the Receivables Lenders. The Lenders have asserted liens in the
assets of certain of the Debtors, which the Debtors contend are
property of the bankruptcy estates. The Debtors do not concede the
validity or enforceability of any liens or interests which may be
asserted in assets of the estates of any of the Debtors.

Given what the Debtors claim are ample equity cushions, the Debtors
believe that under normal circumstances, through good faith
negotiations, the Debtors would hope to work with the Lenders
toward a stipulated use of cash collateral for an extended period
to avoid the immediate and irreparable harm that would follow from
a precipitous shutdown of the Debtors' business operations.

Instead, the Debtors tell Judge Bodoh, through a "bewildering and
complex array of documents, and through the establishment of
Special Purpose Vehicles which have no real function," the Debtors
claim that the Lenders have "conjured the illusion that the Debtors
do not own their inventory, do not own their accounts, and are not
in the business of manufacturing and selling steel products." The
SPVs in question are LTV Steel Products LLC, a limited liability
shell company set up in 1998 at the request of the Inventory
Lenders, and LTV Sales Finance Company, another shell corporation
set up in 1994 at the request of the Receivables Lenders.

Certain of the Debtors and their non-debtor affiliates are parties
to one or more agreements with the Lenders that, in substance,
provide the Debtors with financing necessary to meet their working
capital requirements. The Pre-petition financing transactions
include two facilities. Under the first, the Inventory Lenders hold
notes issued by the Inventory SPV which are purportedly secured by
all of the Debtors' inventory and proceeds. The second facility is
held by the Accounts Lenders and purported secured by all of the
Debtors' accounts receivable.

The Debtors argue that while the Lenders would claim that the
Debtors simply "service" inventory and accounts "owned" by the SPVs
and they are free to seize the Debtors' inventory and accounts
regardless of the Debtors' ability to reorganize, nothing could be
further from the truth. The Debtors say that the indicia of the
reality of these transactions are:

   (1) the absence of fair market value or standard payment terms
       under the so-called "sale" agreements;

   (2) the allocation of risk, both direct and disguised, to the
       Debtors if the value of the inventory or accounts would
       ultimately be insufficient to repay the SPV Lenders;

   (3) the control that the Debtors continue to exercise over the
       Inventory and Receivables, as well as the terms of the
       financing arrangement with the SPV lenders;

   (4) the economic benefit that inures to the Debtors if the
       Inventory and Receivables generate excess proceeds; and

   (5) the failure to treat the SPVs consistently as separate
       entities in a manner that would otherwise suggest true sale
       rather than financing transactions.

The Debtors further claim that the Lenders' complex documents and
legal constructs are designed to create the appearance of a daily
"arms-length sale" of all of the Debtors' current business assets
(inventory and proceeds in the form of accounts) to the Inventory
SPV, and the further "arms-length sale" of the Debtors' accounts
from the Inventory SPV to the Accounts SPV. The Debtors claim the
purpose of this fiction is obvious: to remove all of the Debtors'
current assets from the jurisdiction of the Bankruptcy Court, to
deprive the Debtors' unsecured creditors of the ability to realize
any meaningful recovery from the Lenders' enormous equity cushion,
and to enable the Lenders to exercise remedies without any
accountability to this Court or any other parties in interest. In
other words, the Debtors claim, the Lenders have attempted to "opt-
out" of the Bankruptcy Code to capture the most valuable assets of
the Debtors to dispose of as they see fit, at a painful cost to the
Debtors' employees, unsecured creditors and shareholders. The
economic reality is that the supposed wholesale transfers of
current business assets from the Debtors to the SPVs were
transfers for security for implicit loans by the SPVs to the
Debtors.

If there was no true sale of the inventory by the Debtors to the
Inventory SPV, then the Inventory SPV did not have title to the
inventory and could not have granted a security interest in the
property. At best, the Inventory SPV could have granted a lien on
the security interest in the inventory acquired from the Debtors in
an implied financing transaction. However, the Inventory SPV did
not actually advance funds to the Debtors in order to "purchase"
the inventory, nor did it advance to the Debtors to support a
security interest. The Debtors argued that the Lenders may,
therefore, be unsecured creditors of the SPVs. However, the Debtors
were not placing this issue before the Court at this early stage in
the case.

The Debtors therefore urge Judge Bodoh to find that:

* the SPV arrangements constitute disguised financing  
   transactions,

* the Lenders' asserted liens are adequately protected by
   substantial cash equity cushions, and

* LTV is authorized to use the Lenders' cash collateral consisting
   of the proceeds of inventory and collection from accounts in    
   their possession in the ordinary course of their business.

To do otherwise, the Debtors argue, would elevate form over
substance at a tremendous and tragic cost.

After reviewing the Debtors' Motion, and considering the evidence
and arguments of counsel, Judge Bodoh entered an Interim Order
authorizing the Debtors to obtain post-petition financing or use
cash collateral, and granting the Lenders "adequate protection" of
their interests in the form of superpriority liens for any
diminution in collateral value. In short, Judge Bodoh maintains the
status quo until the parties and the Court can convene a full-blown
hearing to consider the Lenders' objections.

Judge Bodoh makes it clear that his Interim Order is without
prejudice to any final determination of the issues raised by the
Motion. Judge Bodoh will convene a final hearing on January 31,
2001, at 1:30 p.m., in Youngstown. (LTV Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-CORNING: Foreign Creditors Now Defined as Critical Vendors
----------------------------------------------------------------
Judge Walrath entered an Order supplementing her first-day Order
granting Owens-Corning's motion to pay prepetition obligations held
by certain critical vendors.  In her supplemental Order, Judge
Walrath authorizes the Debtors to pay the prepetition claims of
foreign taxing authorities, foreign landlords, and other foreign
creditors, as necessary to facilitate the continued operation of
the Debtors' foreign branches. The Judge expressly directs that
these payments be reported to the Agent for the Postpetition
Lenders and the two Official Committees. (Owens Corning Bankruptcy
News, Issue No. 7; Bankruptcy Creditors Service, Inc., 609/392-
0900)


PILLOWTEX: US Trustee Appoints Unsecured Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region III appointed the following
creditors of Pillowtex, Inc., and its debtor-affiliates to serve as
members of the Official Committee of Unsecured Creditors in these
Chapter 11 cases:

     Union of Needletrade, Industrial, and Textile Employees
     Attn: David Prouty
           Southern Regional Counsel
           1710 Broadway
           New York, New York 10019
           Tele: (212) 265-7000
           Fax: (212) 307-6904

     Santee Print Works
     Attn: Hugh Everett Harrington
           P. O. Box 340
           Sumter, South Carolina 29151
           Tele: (803) 773-1461
           Fax: (803) 773-0227

     Parkdale Mills, Inc.
     Attn: H. Lee Brooks, II
           P. O. Drawer 1787
           Gastonia, North Carolina 28053
           Tele: (704) 864-7433
           Fax: (704) 853-3538

     U. S. Bank & Trust N.A., Indenture Trustee
     Attn: Kenneth D. Hoffman
           180 East 5th Street, # 210
           St. Paul, Minnesota 55102
           Tele: (651) 244-8378
           Fax: (651) 244-5847

     State Street Bank & Trust Co., Indenture Trustee
     Attn: Laura L. Moran
           2 Avenue de Lafayette
           Boston, Massachusetts 02111
           Tele: (617) 662-1753
           Fax: (617) 662-1456

     Lehman Brothers, Inc.
     Attn: Christine Daley
           3 World Financial Center, 9th Floor
           New York, New York 10285
           Tele: (212) 526-3705
           Fax: (212) 526-1501

     Credit Suisse First Boston Corporation
     Attn: Alexander C. Robinson
           Eleven Madison Avenue
           New York, New York 10010-3629
           Tele: (212) 538-6808
           Fax: (212) 325-8078

Daniel K. Astin, Assistant United States Trustee, has been
appointed to serve for that office in these cases. (Pillowtex
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


RADIOLOGIX INC: S&P Taking a Closer Look at Merger Delays
-------------------------------------------------------------------
-
Standard & Poor's placed its single-'B'-plus corporate credit and
bank loan ratings for Radiologix Inc. on CreditWatch with negative
implications.  This action concerns the company's sizeable debt
repayment due March 31. Radiologix has failed to obtain refinancing
of its credit agreement as called for under the company's proposed
recapitalization from a pending leveraged buyout. The deadline for
the merger agreement has been extended to June 30, 2001. It was
expected to close Dec. 31, 2000, but a proposed high-yield
financing for the buyout fell through, and a commitment for a new
bank loan was withdrawn.

Dallas, Tex.-based Radiologix is a single-specialty radiology-
service company that owns and operates 124 multimodality imaging
centers in 18 states and the District of Columbia. The company also
provides administrative services to radiology practices.

The existing $160 million bank facility will need to be amended and
then subsequently refinanced. Standard & Poor's will monitor the
company's success in easing its financial pressure in order to
resolve the CreditWatch.


RELIANCE GROUP: Court Extends Order To Block Icahn's Tender Offer
-----------------------------------------------------------------
A federal judge extended a restraining order that prevents
financier Carl Icahn from proceeding with a tender offer for
Reliance Group Holdings Inc.'s bonds until the court holds another
hearing on Friday. The order, issued by U.S. District Judge Alvin
K. Hellerstein in Manhattan, came in response to a lawsuit filed
last Friday in which property-casualty insurer Reliance claimed
Icahn's offer contains misleading statements and omits key
information.

An attorney for the financier had no comment on the judge's ruling,
which extends an order issued late Friday that prevented Icahn from
buying Reliance bonds over the weekend. Icahn, who owns about 30
percent of the company's $237.5 million in bank debt, launched the
offer last month for $40 million worth of Reliance's 9 percent
senior notes. Reliance's board has urged its debtholders to reject
the offer. Friday, the company said it planned to announce a
reorganization plan by Jan. 24.

Reliance alleged in its lawsuit that Icahn's offer threatens to
disrupt that plan and fails to disclose his intention to acquire
control of the company. Reliance also claims that Icahn, as the
owner of such a large block of bank debt, may want to block the
bankruptcy plan because of his interests as a bank debtholder


REVLON: S&P Says Exchange Offer is Tantamount to a Default
-------------------------------------------------------------------
--
Standard & Poor's lowered its corporate credit and senior secured
debt ratings on REV Holdings Inc. to double-'C' from triple-'C'-
minus.  The revised ratings were concurrently placed on CreditWatch
with negative implications.  The rating actions follow the
announcement of an exchange offer for the company's zero-coupon
senior secured bonds due March 15, 2001, completion of which
Standard & Poor's would view as tantamount to a default.

At the same time, Standard & Poor's affirmed its ratings on REV
Holdings' subsidiary, Revlon Consumer Products Corp.  The outlook
on Revlon Consumer Products Corp. is negative.

Given the open market purchase of $630 million of REV Holdings'
zero-coupon senior secured bonds in December 2000 by affiliates of
the company, about $140 million of bonds remain outstanding and
will mature on March 15, 2001. REV Holdings has stated that it does
not have sufficient funds to pay the principal amount of
outstanding notes at maturity. Therefore, the company has initiated
an exchange offer for the existing bonds to extend the maturity
date, which would be tantamount to a default.

The downgrade of REV Holdings' senior secured notes reflects the
coercive nature of the exchange offer given the company's claim of
insufficient funds to pay the amounts owed at maturity should
bondholders not tender all of the remaining outstanding notes on or
before March 15, 2001. Specifically, REV Holdings has indicated
that investors who decline to participate in the exchange offer
will trigger an event of default, which could result in the notes
becoming immediately due and payable.

REV Holdings proposes to exchange new senior secured notes, with a
coupon of 12%, maturing in 2004, for the existing zero-coupon
senior secured notes maturing March 15, 2001. Bondholders are being
asked to agree to a significant extension of maturities.

Standard & Poor's will continue to monitor developments at REV
Holdings and will assign a rating to the company's new senior
secured 12% notes after the exchange offer closes on March 15,
2001.

     RATINGS AFFIRMED
                                         Rating
     Revlon Consumer Products Corp.
       Corporate credit rating           B-
       Bank loan rating                  B
       Senior unsecured debt             CCC+
       Subordinated debt                 CCC


RK POLYMERS: S&P Sees High Financial Risk & Rates Bank Line BB
-------------------------------------------------------------------
-------
Standard & Poor's assigned its double-'B'-minus corporate credit
rating to RK Polymers LLC.  At the same time, Standard & Poor's
assigned its double-'B'-minus rating to the company's $350 million
senior secured bank loan facilities.

The outlook is stable.

The ratings on privately held RK Polymers reflect the company's
good business position as the leading producer of styrenic block
copolymers (SBCs), offset by high financial risk.

RK Polymers produces both unhydrogenated SBCs (USBCs) and
hydrogenated SBCs (HSBCs), which the company sells under the KRATON
D and KRATON G brand names, respectively. SBCs offer flexibility,
resilience, strength, and durability to a wide range of products in
a number of end markets, including: compounding and polymer
systems, adhesives and sealants, asphalt modification, and
footwear. The SBC market is about $1.3 billion and is expected to
grow at about 6%, with faster growth expected in HSBCs, which are
primarily used in compounding and polymer systems. USBC growth is
typically slower due to some concentration of sales to the more
mature footwear market. Still, demand for both USBCs and HSBCs will
show some cyclicality with economic conditions.

RK Polymers accounts for the largest share of SBC industry sales--
more than twice that of the nearest competitor. The company holds
the leading share in both USBCs and HSBCs. The company's focus is
on products and end markets that require higher performance
characteristics and are more difficult to produce, leading to
value-added pricing and better margins. These products offer a good
trade-off between cost and performance, which supports demand and
limits substitution risk. The company's sales to the more
commodity-like footwear market are less than 10% of total sales,
substantially less than the industry average. RK Polymers has the
top share in the remaining three key end markets. Still, barriers
to entry are moderate, so competitors are expected to gradually
reduce the company's sizable share advantage.

RK Polymers' narrow focus on SBC thermoplastic elastomers is
mitigated by good end use and customer diversification, which
benefit earnings and cash flow. RK Polymers benefits from good
geographic balance, with strong positions in Europe and North
America, and is the only producer to offer a broad range of SBCs,
which contribute to strong relationships with global customers.
Manufacturing facilities on four continents provide the company
with a competitive advantage through worldwide reach and
optimization of production logistics. R&D expenditures of about 4%
should keep RK Polymers in the forefront of development. The
ability to pass through cost increases should minimize the effects
of volatile commodity raw materials such as styrene and butadiene.
Although increasingly competitive markets limit pricing power, a
focus on faster-growing, higher-end SBCs, and a favorable cost
structure should support operating margins in the midteens area.

RK Polymers is highly leveraged, with a debt to EBITDA ratio of
about 4.3 times (x), including PIK preferred stock at the parent
level. Leverage is expected to improve as earnings increase in the
intermediate term. Credit quality is supported by the firm's
ability to internally fund moderate working capital and investment
needs. Cash flow protection is weak, with EBITDA interest coverage
near 2.0x (including preferred stock dividends), but should average
2.5x over time. Funds from operations to total debt is in the low
to midteens area and should improve to the 15%-20% range, which is
considered appropriate for the rating. Early bank loan amortization
limits financial flexibility. However, anticipated stability of
cash flows and sufficient availability under the bank revolving
credit facility support current credit quality.

The secured bank loan facility rating is the same as the corporate
credit rating, based on preliminary terms and conditions. The
credit facilities consist of a $110 million term loan A and a $190
million term loan B (maturing in six years and eight years,
respectively), and a $50 million, six-year revolving credit
facility. RK Polymers' obligations are guaranteed by its material
direct and indirect domestic subsidiaries. Foreign subsidiaries'
obligations are guaranteed by RK Polymers and material domestic
subsidiaries. The credit facilities are secured by the stock and
substantially all assets of domestic subsidiaries and the stock of
65% of material foreign subsidiaries. This collateral should
provide some measure of protection to lenders, which can expect to
recover more than a typical unsecured creditor in the event of
default or bankruptcy, based on Standard & Poor's simulated default
scenario. However, it is not clear that a distressed enterprise
value would be sufficient to cover the entire loan facility.

OUTLOOK: STABLE

The ratings are supported by leading market shares and good
profitability. The company's aggressive financial policy makes an
improvement in credit quality unlikely in the intermediate term,
Standard & Poor's said.


RO-JACK'S: Supermarket Chain Files Chapter 7 Petition in Boston
---------------------------------------------------------------
Mansfield, Mass., supermarket chain Ro-Jack revealed that it has
filed for Chapter 7 protection in U.S. Bankruptcy Court in Boston
last month but a statement detailing its financial affairs will
still be released next week, the providencejornal.com reports.

The company's decision to file for bankruptcy was caused by its
more $20 million in debt. The same article said that Ro-Jack has
already transferred control of its 11 supermarkets in Southeast
Massachusetts and Rhode Island to its main creditor Supervalu Inc.
Supervalu's subsidiary, Butson's Enterprises of Massachusetts will
continue operating the supermarket chain. No lay-offs are being
planned.

Ro-Jack's troubles began when it began to expand several years ago
in an attempt to compete with the region's large supermarket
chains.

There are five Ro-Jack's stores in Southeastern Massachusetts: two
in Attleboro, and one each in North Attleboro, Mansfield and
Seekonk. In Rhode Island, the chain has six stores, in Cranston,
Cumberland, East Greenwich, Providence, Pawtucket and Wakefield.


SAFETY-KLEEN: Sues Sumter County, S.C., in Bankruptcy Court
-----------------------------------------------------------
Safety-Kleen (Pinewood) Inc. initiated a lawsuit against Sumter
County, South Carolina, seeking a declaratory judgment that
Pinewood's applications to the South Carolina Department of Health
& Environmental Control for additional capacity under its hazardous
waste permit is valid and legal under Pinewood's April 1994 Consent
Order, accompanying Agreement, and Memorandum of Agreement with
Sumter County, South Carolina. The Pinewood facility has not
exceeded the agreed capacity limit as defined in the Consent Order
and Agreement, and intended by the parties, and has therefore not
breached any agreement with the County. The Plaintiff Pinewood
characterized the relief sought as essential to protect its vested
right to the level of hazardous waste capacity understood and
agreed upon by the parties to the Consent Order.

The County has threatened legal action against Pinewood for
applying to DHEC for additional hazardous waste capacity at the
Pinewood facility. The Plaintiff claims that the County's position
is based on an overbroad and incorrect reading of the Consent Order
and Agreement, which primarily addressed a dispute about local
zoning ordinances and not issues regarding Pinewood's capacity
rights under the Resource Conservation and Recovery Act. The
Plaintiff asserts that its recent requests to DHEC do not implicate
zoning agreements with the County, nor do they violate the Consent
Agreement.(Safety-Kleen Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SAKS INCORPORATED: Moody's Cuts Senior Unsecured Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Saks Incorporated,
based on the soft operating performance of the company's department
store chains in the recent past and the challenge of maintaining
appropriate merchandise and customer loyalty in an unforgiving
macro-environment. The rating outlook is negative, incorporating
Moody's concern about the prospects for Saks' department store
businesses, given their regional concentration and the possibility
that a new chief executive officer could change strategy or further
re-organize operations. This rating action concludes the review for
possible downgrade begun on November 3, 2000. The prospective
senior implied rating of Ba1 for Saks Fifth Avenue Enterprises,
which is expected to be spun-off from Saks Incorporated, is
confirmed, based on its premier luxury brand, successful editing of
its merchandise assortments, and the quality of its store base.
However, the rating outlook for Saks Fifth Avenue Enterprises is
changed from stable to negative, reflecting the potential impact of
slowing luxury sales, given that it is more vulnerable than some
luxury retailers because of its high adjusted leverage, more
limited size and scale, and some degree of concentration of sales
and earnings in a single store.


Ratings lowered:

     Saks Incorporated:

     * Senior unsecured bank and public debt ratings
       (guaranteed by operating subsidiaries) to Ba1 from Baa3.
     * Senior unsecured shelf to (P)Ba1 from (P)Baa3.
     * Subordinated shelf to (P)Ba3 from (P)Ba2.
     * Preferred stock shelf to (P)"b1" from (P)"ba2".
     * Junior preferred stock shelf to (P)b2" from (P)"ba3".
     * Proffitt's Capital Trust I, II, III, IV and V:
     * Preferred stock shelf to (P)"ba3" from (P)"ba2"

Ratings assigned:

     Saks Incorporated:

     * Senior implied at Ba1.
     * Long-term issuer rating at Ba2.

Rating confirmed:

     Saks Fifth Avenue Enterprises (to be spun-off):

     * Prospective senior implied at Ba1.

In July 2000, Saks Incorporated announced that it would spin-off
Saks Fifth Avenue to create two separate public companies, "Saks
Fifth Avenue Enterprises" and "DSG" (the department store group).
The spin-off was originally expected to be effective in November
2000, but was subsequently delayed until the first half of 2001.

DSG has been negatively impacted by the limited consumer appeal of
some key collections and by the slowing of spending by sated
consumers. A rapid increase in the penetration of private label
goods (expected to be about 10% of sales in fiscal 2000) failed to
compensate for the softness in national brands in spring and
summer, as the initial private label offerings were not optimum in
terms of style and quality. Saks Inc. subsequently edited its
merchandise and cleared excess apparel inventory, at a cost of
higher markdowns. The results of these efforts only recently helped
to boost comparable store sales: while comparable stores rose a
modest 1% for the five weeks of December 2000, year-to-date
comparable store sales for DSG are still negative, at - 2%. In
addition, DSG continues to adjust its organizational model,
consolidating McRae's and Herberger's into Proffitt's and Carson
Pirie Scott respectively in the third fiscal quarter. As a
consequence of the challenges encountered in 2000, Moody's believes
that the company's low coverage and high adjusted leverage, already
below Moody's initial expectation, will not improve sufficiently in
the short term to warrant an investment grade rating.

Since its acquisition by Saks Incorporated, SFA Enterprises has
divested under-performing stores, and improved operating efficiency
and inventory management. SFA Enterprises also successfully edited
the full line merchandise to offer more upscale casual apparel. As
a result, SFA Enterprises' profit margins and leverage have
strengthened and sales have grown. However, SFA Enterprises' EBIT
margin is not high for a specialty apparel retailer, and its fixed
charge coverage and adjusted leverage ratios are more in line with
highly rated speculative grade companies. Investment to develop
electronic commerce will pressure margins in the short term. While
Moody's anticipates that SFA Enterprises' financial policy will
target the application of free cash flow to debt reduction, Moody's
believes that a slowing of luxury sales could hurt SFA
disproportionately given its debt protection measures. Comparable
store sales for SFA Enterprises fell 3.1% for the five weeks of
December, due largely to poor traffic at the Off 5th stores, and
are down 3.6% for the last two months of calendar 2000.

Headquartered in Birmingham, Alabama, Saks Incorporated currently
operates 361 department stores and specialty apparel stores. Saks
also operates Saks Direct, a direct response business.


SEND.COM: Will Cease Operations
-------------------------------
The following is the text of a letter written by the Chief
Executive Officer and Founder of Send.com. The letter was posted on
the company's Web site http://www.send.com.

     We've all heard the stories over the past year of Internet
   companies closing down. Unfortunately, Send. com has now been  
   forced to close its business due the ongoing uncertainty in the
   economic environment. It is with great sadness that I must
   inform you, one of our many valued customers that we have
   decided to cease operations immediately and begin the painful
   task of closing down Send.com.

     As a customer of Send.com or as a recipient of one of our
   gifts, you know the effort we put into making our business one
   that was something special. We are sorry that we will no longer
   be able to serve you in the future.

     Over the past 4 years, you have helped us at Send.com
   accomplish tremendous things on your behalf. We grew from a tiny
   upstart to a business that we are all proud to be a part of.

     So, as CEO of Send.com, I want to thank you personally for
   your business and your support. Though all of us are saddened at
   the closing of our company, we are all proud of the business we
   built, and the customers like you who made it all possible. I
   know I speak for everyone here at Send.com when I say it has
   been a pleasure serving you.

     I wish you and your family health and happiness in the future.

   All the best,

   Michael Lannon
   Founder
   Send.com


STAGE STORES: Disposing of 118 Leases in 16 States
--------------------------------------------------
Keen Realty and Hilco Real Estate said that Stage Stores, the
Houston, Texas-based family department store chain that also
operates as Bealls and Palais Royal, is offering for sale 118
leases in 16 states, subject to Bankruptcy Court approval.  

Keen Realty and Hilco Real Estate are real estate firms
specializing in restructuring retail real estate and lease
portfolios and selling excess assets.

Stage Stores filed for chapter 11 protection in June 2000. "The
rents on many of the Stage Stores leases are well below market with
a large concentration of these locations in Indiana, Illinois, Ohio
and Texas," said Matthew Bordwin, Keen Realty's vice president.
"The Ohio and Indiana locations as a group offer a retailer the
opportunity to purchase locations that are generating $22 million
in sales. In addition, there are a group of very profitable stores
that are available in Wyoming and Montana."

Available to users and investors are 118 leases in 16 states, with
29 leases in Texas, 15 leases in Ohio, 11 leases in Indiana, 10
leases in Illinois, 5 leases in Wyoming and 3 leases in Montana.
The store sites range from 3,500 square feet to 48,000 square
feet, with the average size being 20,000 square feet.  Rents for
the locations start as low as $1.13/ square foot. (ABI 10-Jan-2001)


SUN HEALTHCARE: Stipulation Allows Insured Claim to Proceed
-----------------------------------------------------------
Sun Healthcare Group, Inc., and its debtor-affiliates consent to
lift the automatic stay to permit the estate of Clara Gentry to
file and serve a complaint on Sun and to permit the prosecution and
defense of the State Court Action (whether filed in Federal or
State Court) in connection with Ms. Gentry allegedly sustained
injuries at the Facility Retirement Care Associates, Inc. d/b/a
SunBridge Care and Rehabilitation for Coventry. Alice Gentry,
individually and in her capacity as Personal Representative of the
estate of Clara Gentry, has notified Sun of her claims.

The parties agree that Claimant may enforce settlement or
disposition in the court action to the extent such claims are
covered by proceeds from any applicable Sun liability insurance
policies and shall be entitled to assert a general unsecured claim
in the Bankruptcy Court for such amount of the self-insured
retention obligation of Sun, but Claimant shall not enforce to
collect any amount from Sun, Sun's current and former employees,
officers and directors, or any person indemnified by Sun or
listed as an additional insured under any of Sun's Liability
policies.

Judge Walrath has given her stamp of approval to the agreement.
(Sun Healthcare Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SERVICE MERCHANDISE: Outlines 2001 Operating Initiatives
----------------------------------------------------------
Service Merchandise Company, Inc. (OTCBB:SVCDQ) based on its
research and benchmarking against its peer competitors, and in
order to compete more successfully and exit its Chapter 11
reorganization cases in a timely fashion, it will implement 2001
strategic business initiatives to significantly reduce expenses and
reduce and realign its capital expenditure program. The Company's
expense structure and workforce will be adjusted to match more
closely the competitive framework of the specialty retail industry
through the elimination of approximately 1,750 full time employees.
In addition to the workforce reduction, the Company will further
consolidate its field structure, consolidate the space at its
headquarters, and reconfigure its jewelry repair organization.
Although the Company had already, in March of 2000, announced $18
million in expense savings planned for 2001, these expense
reductions should generate $35 million in additional savings. Also,
the Company will reduce its bankruptcy-related professional
expenses to be incurred in 2001 by at least 25% over the prior
year. Separately, the Company said that, as part of its strategic
management consolidation and realignment, it has entered into an
agreement with a new chief financial officer who will join the
Company in February 2001, following approval of an employment
agreement by the Bankruptcy Court. Service Merchandise Chief
Executive Officer Sam Cusano said, "We are pleased to announce the
successful completion of our executive search for a new chief
financial officer, which was conducted during the fourth quarter of
2000, and we are enthusiastic about the caliber and experience of
our new senior financial leadership. As with other senior executive
appointments made during our reorganization cases, such as Jerry
Foreman's arrival to manage our home business, logistics and e-
commerce, further information will be disclosed about our new chief
financial officer promptly following the Court's approval of the
employment agreement."

The Company also said that while the recently concluded holiday
retail season was one of the most challenging and difficult in
recent years and very few retailers, including Service Merchandise,
achieved all of their financial goals and objectives for 2000,
the Company made substantial progress in its business
reorganization during 2000. The Company said that it anticipates
announcing final 2000 financial results next month that, while not
at the level that was originally planned, should be improved
from the Company's overall financial performance in 1999. On a
preliminary basis, subject to physical inventory results, normal
year-end adjustments and other matters, the Company said that its
continuing EBITDAR (earnings before interest, taxes, depreciation,
amortization and restructuring expenses) results should be in
the range of $30 million to $33 million for the 12 months ended
December 31, 2000, compared to $25.2 million in 1999. The
Company said that preliminary sales results were 3.4% below plan
and gross margin results were 1.4% below plan with the Company's
home business segment exceeding its gross margin plan while its
jewelry business did not meet expectations. The Company also
announced that its liquidity remains strong with current cash
availability in excess of $200 million.

Mr. Cusano pointed out that 2000 was a year of change and new
initiatives at the Company, but it was also a year characterized by
a very difficult retail economy. "While our 2000 financial
results fell short of plan, they are better than the prior
year's overall results and we continued to maintain a strong
liquidity position which was never below $146 million and peaked at
$289 million in the fall season. In many respects, we are pleased
with what we accomplished in 2000, having initiated an aggressive
remerchandising plan, a subleasing plan, and a remodeling plan
all of which were directed at expanding the Company's focus on its
core competency -- fine jewelry and gift items, in addition to
home, health and personal care products. While much hard work
remains ahead in what is expected to be a challenging 2001 retail
environment, we are anxious to move forward, make the necessary
adjustments to improve our business, complete our restructuring
initiatives and, with the continued support of our creditors,
vendors and employees, emerge from Chapter 11 in a timely fashion."
Mr. Cusano stated that, "with the changes made to our merchandise
assortment, the size of our stores, and our sales base, it is now
time to make the appropriate adjustments to our expense base
through a reduction in the size of our workforce in the
stores and our headquarters. It is always difficult to eliminate
jobs, especially when these associates have contributed so much
to our business, but in order to continue on our path to
successfully restructure the business, it is a necessary step that
will bring us in line with what our research and benchmarking show
to be appropriate for the specialty retail industry." He said
approximately 1,630 positions will be eliminated in the stores and
field organization, and approximately 120 positions will be
eliminated at the corporate office. The reductions are expected to
be completed in large part by the end of January, with the
remainder to be completed by mid-February.

The Company also plans in 2001 to align more closely its remodel
program with its strategic subleasing program. In 2000, the Company
announced its plan to eliminate certain product lines and,
accordingly, reduce the size of its retail stores from
approximately 50,000 square feet to 25,000 square feet. Last year,
the Company successfully sold through approximately $200 million in
electronics, fitness and toys product lines and simultaneously
reconfigured the space in all of its 218 stores to a new 25,000
square foot format, including full remodels at 73 stores. As an
outgrowth of its smaller format, the Company recognized an
opportunity to sublease excess space in its stores and to date has
obtained court approval for transactions to sublease a portion of
45 stores. "We are very proud of the way our associates executed a
number of difficult initiatives, all while continuing to operate
our retail business in a very disruptive environment," Mr. Cusano
stated. "But as we enter what appears to be a difficult retail
economy in 2001, one in which a number of other retailers have
announced plans to close and market their stores, we believe it
is prudent to reassess and realign our capital expenditure program,
limit the number of additional remodels and focus our
subleasing efforts on the fully remodeled stores that have not yet
been subleased. We will, of course, continue to consider
sublease opportunities that offer appropriate returns on
investment."

The Company also said that as part of the consolidation of the
Company's headquarters and elimination of executive positions,
Charles Septer, President and Chief Operating Officer, and Rose
Septer, Senior Vice President of Jewelry, have left the Company to
pursue other business opportunities. "Charlie and Rose have made
many contributions to the Company over the years and we wish them
well in their future endeavors," Mr. Cusano said. He also stated
that the Company is in the process of searching for a chief jewelry
merchant and intends to fill the position in the near future. While
the Company completes its search, Jana Pistole will assume interim
responsibility for jewelry merchandising. Ms. Pistole has worked in
diamonds with Service Merchandise for 17 years and has served as
the Assistant Vice President of Diamonds and Gemstones since March
1999. Mr. Cusano stated, "Jana Pistole brings to this interim
position a strong background and tremendous level of expertise in
jewelry merchandising. We look forward to the benefits her skills
and knowledge will provide the Company during the coming months,
and I look forward to working with Jana as I become more involved
on a day-to-day basis in merchandising." In addition, Jerry Foreman
will continue to lead the home division as the Senior Vice
President of Home Merchandising/Logistics/E-Commerce.

Service Merchandise and its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 in the U.S. Bankruptcy
Court for the Middle District of Tennessee in Nashville on March
27, 1999. Service Merchandise is a specialty retailer focusing
on fine jewelry, gifts and home decor products. The Company
currently operates 218 stores in 31 states.


TWA: American to Acquire Substantially ALL of TWA'S Assets
----------------------------------------------------------
Trans World Airlines, Inc. (AMEX:TWA) reached an agreement with
American Airlines,Inc., a subsidiary of AMR Corporation (NYSE:
AMR), in which American will acquire substantially all of TWA's
assets. The asset purchase agreement includes TWA's jet aircraft as
well as numerous routes and gates throughout the TWA system and
significant maintenance facilities. The agreement will protect air
service in St. Louis and maintain St. Louis's role as a major
transportation center. The agreement also calls for American to
offer employment to almost all of TWA's 20,000 employees. TWA
currently operates approximately 190 aircraft and approximately 800
daily flights.

Concurrently, TWA said that it and certain subsidiaries had
voluntarily filed petitions in the U.S. District Court in
Wilmington,  Delaware for relief under Chapter 11 of the U.S.
Bankruptcy Code. In order for the agreement with American to go
forward, TWA also filed a motion seeking the Court's approval of an
asset purchase agreement with American pursuant to section 363 of
the Bankruptcy Code.

TWA has received a commitment from American for $200 million in
Debtor in Possession (DIP) financing and anticipates receiving
prompt approval for that financing from the Bankruptcy Court. The
DIP financing will be collateralized by security interests in the
Company's assets, and is intended to enable TWA's continued
operation during the transition period, which may take up to
six months. The sale of TWA's assets to American is subject to,
among other things, higher and better offers as a result of a
bidding process plus Bankruptcy Court approval. The Court will set
a hearing date and timetable. William F. Compton, president and
chief executive officer of TWA, said, "This is both a sad and
exciting day for TWA. It is sad because we are starting a process
that will culminate in the retirement of the oldest and
proudest name in the U.S. airline industry. I am, however,
heartened by the fact that we have been able to work out a solution
with American that we believe to be the best possible outcome for
our creditors because it extracts franchise value by selling the
company as an operating concern. "American has agreed to protect
the jobs of substantially all of our thousands of employees in St.
Louis, Kansas City, New York and elsewhere. American also agreed to
take responsibility for our retirees' medical and dental benefits
now provided by TWA. And, this agreement will be beneficial
for our customers, who will enjoy uninterrupted service," Compton
said. The agreement with American calls for significant reciprocity
in many customer programs. TWA passengers who are AAdvantage
frequent flyer program members will soon be able to accrue
AAdvantage miles on TWA flights. Ambassadors Club memberships will
be first honored and subsequently transferred into American's
Admirals Club program. Customers in TWA's home city of St. Louis
will continue to enjoy the convenience of a network hub
schedule.

In making the filing to the Bankruptcy Court, TWA noted that its
steadily deteriorating financial condition, which was exacerbated
by recent staggering increases in jet fuel costs, had prevented the
company from capitalizing on the significant progress made in
recent years to improve its operating efficiencies. Fleet
improvement efforts and improvements to TWA's route system, as well
as productivity improvements helped to improve revenue and
reduce controllable costs. However, the timing of the company's
recent capital investments coupled with the unanticipated fuel
increases caused a drain on cash flow and made it necessary for TWA
to seek the protection of the Bankruptcy Code in order to sustain
operations.


TWA: Case Summary & List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Trans World Airlines, Inc.
          One City Centre, 515 North Six
        St. Louis, MO 63101  

Debtor Affiliates:  Ambassador Fuel Corporation
                    LAX Holding Comapny, Inc.
                    Mega Advertising, Inc.
                    Northwest 112th Street Corporation
                    The TWA Ambassador Club, Inc.
                    Trans World Computer Services, Inc.
                    Transcontinental & Western Air, Inc.
                    TWA Aviation, Inc.
                    TWA Group, Inc.
                    TWA Standards & Control, Inc.
                    TWA Stock Holding Company
                    TWA-D.C. Gate Company, Inc.
                    TWA-LAX Gate Company, Inc.
                    TWA-Logan Gate Company, Inc.
                    TWA-NY/NJ Gate Company, Inc.
                    TWA-Omnibus Gate Company, Inc.
                    TWA-San Francisco Gate Company, Inc.
                    TWA-Hangar 12 Holding Company, Inc.
                    Ozark Group, Inc.
                    TWA Nippon, Inc.
                    TWA Employee Services, Inc.
                    TWA Getaway Vacations, Inc.
                    Trans World Express, Inc.
                    International Aviation Security, Inc.
                    Getaway Management Services, Inc.
                    The Getaway Group (U.K.), Inc.

Type of Business: Air transportation

Chapter 11 Petition Date: January 10, 2001

Consolidated Bankruptcy Case No.: 01-00056
                         
Court: District of Delaware

Judge: Sue L. Robinson

Debtor's Counsel: James H.M. Sprayregen, Esq.
                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, IL 60601
                  Telephone 312/861-2000
                  Fax 312/861-2200                  

                         and

                  Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones
                  919 Market Street
                  Wilmington, DE 19801
                  (302) 652-4100

Total Assets: $2,103,910,000

Total Debts:  $2,384,465,000

List of the Debtors' 20-Largest Unsecured Creditors:

Creditor                            Nature of Claim   Claim Amount                    
--------                            ---------------   ------------
First Security Bank, N.A.               Unsecured Notes $150,000,000
Deann Madsen                            Indenture
3rd Floor Corporate                     Trustee
79 South Main Street                    
Salt Lake City, UT 84111                
(801)246-5809

Spear, Leads & Kellog                   Unsecured Notes  $57,385,000
Connie Kanellopoulos
120 Broadway
New York, NY 10271              
(212)433-7531

J.P. Morgan Securities Inc.             Unsecured Notes  $17,681,000
Amanda Winkelman
500 Stanton Christiano Road
Newark, DE 19713
(302)552-0415

Merrill Lynch Professional              Unsecured Notes  $14,000,000
  Clearing Corporation
Romolo Catalano
101 Hudson Sreet                                
Jersey City, NJ 07302
(201)557-0855

Boeing Company                          Trade Debt               $11,993,835
Financial Services
PO Box 3707 MC 6X UC
Seattle, WA 98124
Contact: John Matthews
Boeing, Inc.
500 Nannaches Avenue SW
3rd Floor
Renton, WA 98055

City of St. Louis Treasurer             Lease Agreement   $9,961,314
Kenneth L. Below
Assistant Director- Finance
Lambert-St. Louis Int'l Airport
P.O. Box 10212
St. Louis, MO 63148
(314)426-8026

Bear, Stearns Securities Corporation   Unsecured Notes  $9,894,000
Vincent Marzella
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
(212)272-0302

Pratt Whitney Commercial Products               Trade Debt        $7,934,000
Bank One
Lockbox 73295
525 West Monroe 7th Floor Mail Room
Chicago, IL 60673
Contact: Robert K. Merrill
Assistant Vice President
UT Finance Corporation
400 Main Street, M/S 133-54
East Hartford, CT 06108
(860)565-9966

Port Authority of New York/New Jersey  Lease Agreement  $7,477,750
P.O. Box 17309
Newark, NJ 07194
Contact: Steve Borrelli, Credit Department
One World Trade Center, 65W
New York, NY 10048
(212)435-5070

Donaldson, Lufkin and Jenrette  Unsecured Notes   $6,761,000
Securities Corporation
Al Hernandez
1 Pershing Plaza
Jersey City, NJ 07399
(201)413-3090

Charles Schwab & Co., Inc.              Unsecured Notes   $5,184,000
Peter Descovich
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
(631) 254-7400

City of Los Angeles                     Lease Agreement   $3,500,000
Nora R. Giron
Principal Accountant
Los Angeles World Airports
1 World Way
Los Angeles, CA 91109
(310)646-5252

Aetna Middletown                                Trade Debt                $3,426,340
P.O. Box 70944
Chicagao, IL 60673
Contact: Stephen A. Olean
Aetna U.S. Healthcare
151 Farmington Avenue
Hartford, CT 06156-7284
(860)636-2447

Goldman,Sachs,& Co.                     Unsecured Notes   $3,250,000
Patricia Baldwin
180 Maiden Lane
New York, NY 10038
(212)902-0321

Honeywell                                       Trade Debt                $2,600,000
Garrett Airline Service Division
P.O. Box 93123
Chicago, IL 60673
Contact: Allen Silberman
Global Director- Credit & Treasury
1140 W. Warner Road
Mail Stop 1233-M
Tempe, AZ 85284
(480)592-5050

SSB-Trust Custody                               Unsecured Notes   $2,515,000
David Paldino
225 Franklin Street, M4
Boston, MA 02110
(617)654-4915

National Financial Services             Unsecured Notes   $2,460,000
Corporation
Molly Carter
200 Liberty Street
One World Financial Center
New York, NY 10281
(212) 335-5357

Brown Brothers Harriman & Co.           Unsecured Notes   $2,250,000
Robert Davide
63 Wall Street, 8th Floor
New York, NY 10005
(212)493-7946

Brown & Company Securities              Unsecured Notes   $2,195,000
Jeannie Lapin
One Beacon Street
18th Floor
Boston, MA 02108-3102
(617)624-6332

Paine Webber Incorporated               Unsecured Notes   $1,966,000
Jane Doyle
1000 Harbor Blvd
Weekhawken, NJ 07087
(201)902-7319


TWA: S&P Hangs D Rating on All Issues After Chapter 11 Filing
-------------------------------------------------------------------
------
Standard & Poor's lowered its ratings on Trans World Airlines
Inc.'s (TWA) to 'D' following the company's Chapter 11 bankruptcy
filing earlier this week.  The ratings are removed from CreditWatch
where they were placed January 5, 2001. Approximately $290 million
of rated debt is affected.
American Airlines Inc., a unit of AMR Corp., plans to purchase
substantially all of TWA's assets for approximately $500 million
and assume many of its leases. As a result, the secured creditors
are expected to receive repayment equal to the value of their
collateral (which could be less than the total amount of
outstanding obligations) and the unsecured creditors will receive
little or no repayment. Aircraft lessors will be asked to
renegotiate rates to reflect American's credit profile, which is
much stronger than that of TWA's, Standard & Poor's said.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                                                Ratings
Trans World Airlines Inc.                 To              From
   Corporate credit rating                D               CCC
   Senior secured debt                    D               CCC
   Senior unsecured debt                  D               CC


WHEELING PITTSBURGH: Noteholders Hire Stroock as Lead Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Noteholders appointed in
Wheeling-Pittsburg's chapter 11 cases requests authority to employ
and retain of the law firm of Stroock, Stroock & Lavan LLP of New
York, New York, to represent its interests in these Chapter 11
cases. Stroock previously represented the Official Committee of
Unsecured Creditors of Wheeling Pittsburgh Steel Corporation in its
prior Chapter 11 proceedings which ended in 1991. The duties which
the firm will fulfill for the Committee are:

   (a) Advise the Noteholders' Committee with respect to its
       rights, duties and powers in these cases;

   (b) Assist and advise the Noteholders' Committee in its
       consultations with the Debtors relative to the
       administration of these cases;

   (c) Assist the Noteholders' Committee in analyzing the claims of
       the Debtors' creditors and in negotiating with such
       creditors;

   (d) Assist with the Noteholders' Committee's investigation of
       the acts, conduct, assets, liabilities and financial
       condition of the Debtors and of the operation of the
       Debtors' businesses;

   (e) Assist the Noteholders' Committee in its analysis of and
       negotiations with the Debtors or any third party concerning
       matters related to, among other things, the terms of a plan
       of reorganization for the Debtors;

   (f) Assist and advise the Noteholders' Committee as to its
       communications to the general creditor body regarding
       significant matters in these cases;

   (g) Represent the Noteholders' Committee at all hearings and
       other proceedings;

   (h) Review and analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise the
       Noteholders' Committee as to their propriety;

   (i) Assist the Noteholders' Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Noteholders' Committee's interests and objectives; and

   (j) Perform such other legal services as may be required and are
       deemed to be in the interests of the Noteholders' Committee
       in accordance with the Noteholders' Committee's powers and
       duties as set forth in the Bankruptcy Code

Lawrence M. Handelsman, Esq., assures the Court that Stroock does
not represent any interest adverse to the Debtors' estates or their
creditors in the matters upon which the firm is sought to be
engaged. The Committee has been informed that Stroock represents
Wheeling-Nisshin Steel Corp. and Nisshin Steel Co., Ltd., but
Stroock does not represent either entity in matters relating to the
Debtors or these estates. As the Committee has also made
application to employ Hahn, Loeser & Parks LLP as local counsel,
that firm may advise and represent the Committee in connection with
any matters related to Wheeling-Nisshin or Nisshin Steel.

Mr. Handelsman discloses that Stroock represents
PricewaterhouseCoopers LLP, another professional in this case, and
its current and former partners and employees in civil litigation
and SEC investigatory matters. The firm has also represented Bank
One as issuer in several asset-backed securities transactions;
Citicorp Securities and other Citicorp entities in various matters;
First Union National Bank as underwriters and placement agents, and
other parties with interests in these estates in various matters,
none of which involved any issues with these estates or created any
adverse interest or holding by Stroock in connection with these
cases.

The Committee asks that Stroock's employment be approved
retroactively to the Petition Date as that firm had been retained
by an informal committee consisting of the holders of Senior Notes
and borrowings under the Term Loan Agreement. With the exception of
Bank One, the indenture trustee for the Senior Notes, all of the
current members of the Noteholders' Committee participated in that
informal committee. In light of the work undertaken by Stroock
immediately upon commencement of these Chapter 11 proceedings,
approval of their employment retroactively to the Petition Date was
suggested by the Committee to be appropriate.

Mr. Handelsman advises that Stroock will bill at its normal hourly
rates of $425 to $650 for partners, $160 to $395 for associates,
and $80 to $145 for clerks and paralegals. The current hourly rates
for attorneys and paralegals with primary responsibility for this
matter are:

              Lawrence Handelsman         $ 625
              Robert Raskin               $ 475
              Sherry Millman              $ 395
              Anna Taruschio              $ 160
              Lisa Indelicato (paralegal) $ 120

These hourly rates are subject to periodic revision in the ordinary
course of Stroock's business. Other attorneys and paralegals will
from time to time assist in the representation of the Debtors in
connection with these cases at Stroock's regular hourly rates in
effect for those personnel. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


XEROX: GECC Extends US$435 Million in New Secured Financing
-----------------------------------------------------------
Xerox Corporation (NYSE:XRX) has received US$435 million in
financing from GE Capital secured by the Xerox portfolio of
lease receivables in the United Kingdom. The two companies are also
discussing possible plans for GE Capital to provide equipment
financing for Xerox customers in several European countries.

"The announcement represents another significant step in our plan
to ensure Xerox's financial stability," said Barry D. Romeril,
Xerox vice chairman and chief financial officer. "This transaction
enhances our liquidity, and discussions with GE Capital about
providing equipment financing add further credibility to the long-
term nature of our business.

Including the proceeds from this financing, the company's current
cash balance is approximately $1.8 billion."

The $435 million financing will be repaid over an 18-month period.
Xerox announced in October that it would transition to third-party
financing as part of its turnaround plan. Over time, this may
remove as much as $11 billion in equipment financing-related debt
from the Xerox balance sheet and reduce the company's future cash
requirements.

Merrill Lynch acted as financial advisor to Xerox in its
transaction with GE Capital.


XO COMMUNICATIONS: S&P Junks 5.75% Convertible Subordinated Notes
-------------------------------------------------------------------
-------
Standard & Poor's assigned its triple-'C'-plus rating to XO
Communications Inc.'s $450 million 5.75% convertible subordinated
notes due Jan. 15, 2009. At the same time, Standard & Poor's
affirmed the company's single-'B' corporate credit and senior
unsecured debt ratings, its single-'B'-plus bank loan ratings, and
its triple-'C' preferred stock rating. Pro forma for the new issue,
total debt outstanding is about $4.9 billion.

The outlook is stable.

The ratings on XO Communications Inc. (formerly NEXTLINK) reflect
the risks inherent in the company's ongoing plans to expand rapidly
its business domestically as a facilities-based competitive local
exchange carrier (CLEC) and its data strategy business
internationally. Risks are somewhat offset by the company's
experienced management team and its ability to execute on its
business plan.

McLean, Va.-based XO Communications provides bundled local and long
distance, as well as dedicated voice telecommunications services to
small and midsize customers. The company has expanded its services
through its acquisition of Concentric Network Corp., which was
completed on June 16, 2000. This acquisition enables XO
Communications to offer a complete, single-source communications
solution to its customers by combining data and voice services.
Data services include Internet access, virtual private network, Web
hosting, and Ethernet services. The company has assembled a set of
facilities-based broadband networks and Tier I Internet peering
relationships that, when complete, will serve much of the U.S.

In the U.S., XO Communications has more than 570,000 metro and
intercity fiber miles in operation. In order to reduce reliance on
leasing last-mile connection to their customer from the incumbent
local exchange carrier, the company is constructing a fiber-optic
extension from its network to the customer premise or deploying a
high-bandwidth wireless connection to the customer using its fixed
wireless spectrum. At Sept. 30, 2000, wireless direct connections
had been deployed in 17 markets. In September 2000, the company
introduced revolutionary flat-rate service packages throughout its
53 domestic markets. These packages, which combine local, long
distance, Internet access, and Web-hosting services, should enable
XO Communications to increase and retain its customer base.

Senior company management has experience from MCI Communications
Corp. and McCaw Cellular Inc. Craig McCaw retains a significant
equity ownership in the company, which adds credibility to the
company's ability to execute its business plan.

On Nov. 28, 2000, the company announced its plans to expand its
European presence, focusing on a data-centric facilities-based
strategy. The company will target multilocation business customers.
Currently, the company provides Internet dial-up services in Europe
because of its Concentric Network acquisition. The company's plan
is to transfer these customers to its network and offer high-
bandwidth services. With cash on hand of about $2.7 billion at
Sept. 30, 2000, proceeds from the new issue, and availability under
its bank facility, the company has sufficient funding to support
its business plan through first-quarter 2002.

For the three months ended Sept. 30, 2000, revenues increased 59%
over the previous quarter, to $224.3 million. Cash flow, as
expected, continues to be negative, as the company completes the
buildout of its network. Access lines in service totaled more than
737,000. OUTLOOK: STABLE Although XO Communications' extensive
business initiatives are expected to improve its long-term business
position, they represent capital commitments that limit any
potential upgrade. Maintenance of the rating is dependent on
financing of the company's business plan beyond first-quarter 2002,
Standard & Poor's said.


*BOOK REVIEW: The Big Board: A History of the New York Stock Market
-------------------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Soft cover: 395 pages
List Price: $34.95

Review by Gail Owens Hoelscher

First published in 1965, The Big Board was the first history of the
New York stock market.  It's a story of people: their foibles and
strengths, earnestness and avarice, triumphs and crash-and-burns.  
It's full of entertaining anecdotes, cocktail-party trivia, and
tales of love and hate between companies and investors.

Early investments in North America consisted almost exclusively of
land.  The few securities holders lived in cities, where informal
markets grew, with most trading carried out in the street and in
coffeehouses.  Banking, insurance, and manufacturing activity
increased only after the Revolution.  In 1792, 24 prominent New
York businessmen, for whom stock- and bond-trading was only a side
business, met under a buttonwood tree on Wall Street and agreed to
trade securities on a common commission basis.  Five securities
were traded: three government bonds and two bank stocks. Trading
was carried out at the Tontine Coffee-House in a call market, with
the president reading out a list of stocks as brokers traded each
in turn.  

The first half of the 19th century was heady for security trading
in New York.  In 1817, the Tontine gave way to the New York Stock
and Exchange Board, with a more organized and regulated system.  
Canal mania, which peaked in the late 1820s, attracted European
funds to New York and volume soared to 100 shares a day.  Soon, the
railroads competed with canals for funding. In the frenzy, reckless
investors bought shares in "sheer fabrications of imaginative and
dishonest men," leading an economist of the day to lament that
"every monied corporation is prima facia injurious to the national
wealth, and ought to be looked upon by those who have no money with
jealousy and suspicion."

Colorful figures of Wall Street included Jay Gould and Jim Fisk,
who in 1869 precipitated one of the worst panics in American
financial history by trying to corner the gold market.  Almost
lynched, the two were hauled into court, where Fisk whined, "A
fellow can't have a little innocent fun without everybody raising a
halloo and going wild."  Then there was Jay Cooke, who invented the
national bond drive and, practically unaided, financed the Union
effort in the Civil War.  In 1873, however, faulty judgement on
railroad investments led to the failure of Cooke & Co. and a panic
on Wall Street. The NYSE closed for ten days.  A journalist wrote:  
"An hour before its doors were closed, the Bank of England was not
more trusted."

Despite J. P. Morgan's virtual single-handed role in stemming the
Knickerbocker Trust panic of 1907, on his death in 1913, someone
wrote "We verily believe that J. Pierpont Morgan has done more harm
in the world than any man who ever lived in it."  In the 1950s,
Charles Merrill was instrumental in changing this attitude toward
Wall Streeters.  His firm, Merrill Lynch, derisively known in some
quarters as "We, the People" and "The Thundering Herd," brought
Wall Street to small investors, traditionally not worth the effort
for brokers.

The Big Board closes with this story.  Asked by a much younger man
what he thought stocks would do next, J.P. Morgan "never hesitated
for a moment.  He transfixed the neophyte with his sharp glance and
replied `They will fluctuate, young man, they will fluctuate.'  And
so they will."

Robert Sobel died in 1999 at the age of 68.  A professor at Hofstra
University for 43 years, he was a prolific historian of American
business, writing or editing more than 50 books.  

                           *********

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

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

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
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L. Metzler,
May Guangko, Aileen Quijano, Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
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                     *** End of Transmission ***