TCR_Public/010115.MBX          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, January 15, 2001, Vol. 5, No. 10


AMERICAN HOMESTAR: Files for Chapter 11 Protection in Texas
AMERICAN HOMESTAR: Case Summary & 20 Largest Unsecured Creditors
AMERICAN HOMESTAR: Nasdaq Halts Trading Pending More Information
ARMSTRONG: Employs Richards Layton as Local Counsel
AUDIOHIGHWAY.COM: Files for Chapter 11 Protection in San Jose

BROADBAND WIRELESS: Receiver Fires President & CEO Ivan Webb
COMMERCIAL CAPITAL: Fitch Lifts Watch on Series 3 Mortgage Bonds
CONSTELLATION FINANCE: Fitch Puts Airline Notes on Rating Watch
DARWIN NETWORKS: Case Summary and 20 Largest Unsecured Creditors
DELTA AIR: American/TWA Deal Prompts Moody's to Revise Outlook

DESIGN HOUSE: DHI Acquisition Completes Asset Purchase
EXIDE CORP: Moody's Reviewing Ratings for Possible Downgrade
FOXMEYER: Avatex to Wire $6 Million Settlement Payment to Trustee
HARNISCHFEGER: Litigation Heats-Up Over Gelco Lease Claims
HOLLYWOOD VIDEO: May Face Bankruptcy

ICG COMMUNICATIONS: U.S. Trustee Appoints Creditors' Committee
LERNOUT & HAUSPIE: Pays Shipping, Warehouse and Customs Charges
LIDS CORPORATION: Wells Fargo Extends $25 Million DIP Financing
LOEWEN: Selling 4 Funeral Homes & 2 Cemeteries for $1 Million
LTV CORPORATION: Threatens Shut Down if Lenders Don't Cooperate

OSAGE SYSTEMS: Inks Deal to Sell Assets to Pomeroy Computer
OWENS-CORNING: Bonded Judgment Creditor Seeks Relief from Stay
PILLOWTEX: Establishes Interim Professional Compensation Protocol
SAFETY-KLEEN: Ryder Moves for Assumption of 287 Truck Leases
STROUDS INC: Appoints Tom Paccioretti as President and CEO

SUN HEALTHCARE: Stipulation Allows Insured Claim To Proceed
TEARDROP GOLF: Bids for Assets to Begin at $18.6 Million
TWA: Fitch Says Filing May Impact Aircraft Lease Securitizations
USA BIOMASS: Delisted from Nasdaq Smallcap Market
VENCOR: Proposes 16th Amendment to DIP Credit Agreement

VLASIC FOODS: May Sell Pickle Business to H.J. Heinz Co.
WASTE SYSTEMS: Files for Chapter 11 Reorganization
WASTE SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
WHEELING-PITTSBURGH: Noteholders' Tap Hahn Loeser as Local Counsel
WORLD CHAMPIONSHIP: Fusient Buys Money-Losing Wrestling Business

ZENITH ELECTRONICS: TMA Honors Successful Turnaround Team

* Bond pricing for the week of January 16, 2001


AMERICAN HOMESTAR: Files for Chapter 11 Protection in Texas
American Homestar Corporation (NASDAQ/ NMS:HSTR) commenced Chapter
11 bankruptcy proceedings on behalf of itself and 21 of its
subsidiary companies. The affected subsidiaries are those engaged
in retailing, manufacturing and franchising activities. The
bankruptcies were commenced in the United States Bankruptcy Court
for the Southern District of Texas. Certain of the Company's other
subsidiaries-those engaged in insurance, financial and
transportation services - did not commence any proceedings.

The bankruptcy filings were necessitated by a severe and prolonged
decline in manufactured home sales throughout the manufactured
housing industry. Industry-wide sales declined approximately 24%
between 1999 and 2000. At September 30, 2000 (the date of American
Homestar Corporation's most recent 10-Q), the company reported
total assets of $363 million and total liabilities of $279
million. Chapter 11 bankruptcy should allow American Homestar
Corporation to restructure both its business operations and its

The Company anticipates that it will file a plan of reorganization
by April 30, 2001.

American Homestar Corporation is a vertically integrated
manufacturer and retailer of manufactured housing which also
provides transportation and insurance services to its customers.

AMERICAN HOMESTAR: Case Summary & 20 Largest Unsecured Creditors
Debtor: American Homestar Corporation
        2450 South Shore Blvd Ste 300
        League City, TX 77573

Type of Business: A vertically integrated manufacturer and
                  retailer of manufactured housing, which also
                  provides transportation and insurance services
                  to its customers.

Chapter 11 Petition Date: January 11, 2001

Court: Southern District of Texas (Galveston)

Bankruptcy Petition No.: 01-80017

Judge: Letitia Z. Clark

Debtor's Counsel: Marvin Isgur, Esq.
                  Floyd Isgur Rios & Wahrich, P.C.
                  700 Louisiana, Suite 4600
                  Houston, TX 77002
                  Telephone 713-222-1470
                  Fax 713-222-1475

Total Assets: $363.3 million

Total Liabilities: $278.8 million

List of Debtor's 20 Largest Unsecured Creditors:

   Creditor                Nature of Claim            Claim Amount
   --------                ---------------            ------------

Massachusetts Mutual Life   Senior Bond Debt           $14,000,000
Insurance Co.
1295 State Street
Springfield, MA 01111

Hare & Co.                  Series A Bond Debt         $12,000,000
Address Unknown

Massachusetts Mutual Life   Series A Bond Debt         $11,250,000
Insurance Co.
1295 State Street
Springfield, MA 01111

Deutsche Financial            Repurchase                  Unknown
Services Corp.                obligation
2625 S Plaza Dr., Ste 201
Tempe, AZ 85282

RiverHills Bank               Repurchase                  Unknown
Tommy Duren                   obligation
P.O. Box 820-868
Vicksburg, MS 39182

Nations Credit Manufactuing   Repurchase                   Unknown
Housing Corporation of        obligation
6455 E Johns Crossing, Ste 325
Deluth, GA 30155

ITT Commercial Finance Corp.  Repurchase                   Unknown
n/k/a Deutsche                obligation
Deutsche Financial Services
3225 Cumberland Blvd
Atlanta, GA 30339

Bombardier Capital, Inc.      Repurchase                   Unknown
P.O. Box 991                  obligation
1600 Mountain View Dr.
Colchester, VT 05446-0991

Northwestern Mutual Life     Series A Bond Debt        $10,000,000
Insurance Co.
720 F. Wisconsin Ave
Milwaukee, WI 53202

Northwestern Mutual Life      Senior Bond Debt       
Insurance Co.
720 F. Wisconsin Ave
Milwaukee, WI 53202

Allstate Life Insurance Co.   Senior Bond Debt          $8,500,000
3075 Sanders Rd, Ste G3A
Northbrook, IL 60062-7127

Salkeld & Co.                 Senior Bond Debt          $8,000,000
Address Unknown

Allstate Insurance Company    Senior Bond Debt          $5,000,000
3075 Sanders Rd, Ste G3A
Northbrook, IL 60062-7127

Hare & Co.                    Senior Bond Debt          $5,000,000

Northern Life Insurance Co.   Senior Bond Debt          $4,500,000
c/o Rellastar Investment
Research, Inc.
100 Washington Ave S, Ste 800
Minneapolis, MN 55401-2121

RellaStar Life Insurance Co.    Series A Bond Debt      $4,000,000
c/o Rellastar Investment
Research, Inc.
100 Washington Ave S, Ste 800
Minneapolis, MN 55401-2121

American Bankers Life Assurance  Senior Bond Debt       $4,000,000
Company Inc. of Florida
11222 Quail Roost Dr., 4th Fl.
Miami, FL 33157

Provident Mutual Life            Series A Bond Debt     $3,000,000
Insurance Company
P.O. Box 1717
Valley Forge, PA 19482-1717

Provident Mutual Life            Senior Bond Debt       $3,000,000
Insurance Company
P.O. Box 1717
Valley Forge, PA 19482-1717

Washington Square Advisers       Senior Bond Debt       $2,500,000
Private Placement Trust Fund
c/o Washington Square
Advisers, Inc.
100 Washington Ave S, Ste 700
Minneapolis, MN 55401-2121

AMERICAN HOMESTAR: Nasdaq Halts Trading Pending More Information
The Nasdaq Stock Market(SM) has changed the trading halt status of
American Homestar Corporation (Nasdaq: HSTR) to "additional
information requested." Trading in American Homestar was halted on
January 11, 2001 at 8:13 a.m., Eastern Time, at a last sale price
of 7/32. Trading will remain halted until the company has fully
satisfied Nasdaq's request for additional information.

ARMSTRONG: Employs Richards Layton as Local Counsel
Armstrong Worldwide Industries and its debtor-affiliates ask the
U.S. Bankruptcy Court for permission to employ Richards, Layton &
Finger, P.A., in Wilmington, Delaware, as their local bankruptcy
counsel in these Chapter 11 cases. Richard Layton will:

   (a) Advise the Debtors of their rights, powers, and duties as
       debtors and debtors-in-possession;

   (b) Take all necessary actions 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;

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

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

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

Mark D. Collins, Esq., a director of Richards Layton, advises that
the attorneys and paraprofessionals who will be performing the
bulk of the work for the Debtors, and their respective hourly
rates, will be:

              Mark D. Collins          $ 340
              Deborah E. Spivack       $ 250
              John H. Knight           $ 240
              Russell C. Silberglied   $ 235
              Paul N. Heath            $ 180
              Rebecca L. Booth         $ 130
              Diana M. Poole            $ 95

These hourly rates are subject to periodic adjustment to reflect
economic conditions and other factors. Mr. Collins advises that
other attorneys and paraprofessionals may be performing services
for the Debtors from time to time.

Mr. Collins says that he performed a conflict check and,
accordingly, discloses that AWI is an unsecured creditor in the
bankruptcy case of Hechinger Investment Company, Inc., and its
affiliates, in which the debtors are represented by Richards
Finger. Also, Martin I. Lubaroff, a director of Richards Layton,
is a director of Wachovia Bank Card Services, an affiliate of
Wachovia Bank, itself a party in interest in these estates. In no
event does the firm hold or represent any interest adverse to
these estates or the Debtors in connection with the services for
which approval of employment is sought.

Richards Layton received a prepetition payment from the Debtors of
$125,000. Such monies have been applied to any prepetition amounts
owing for services rendered and expenses incurred, and any balance
will be applied as a retainer.

AUDIOHIGHWAY.COM: Files for Chapter 11 Protection in San Jose
------------------------------------------------------------- (Nasdaq: AHWY) has filed a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Northern District of California in San
Jose, California. maintains a small technical and
operations staff.

In November 2000, revealed that it was cutting
back its business operations and laying off a substantial portion
of its workforce. Due to a dramatic downturn in the financial
markets and in particular, the market for Internet companies, was unable to attract sufficient additional
financing to maintain normal operations. After the
reduction in work force, continued to pursue
strategic alternatives, but to date none has materialized.
Therefore, finds it necessary to seek bankruptcy

According to company officials, this action has been taken in an
effort to protect company assets. The company anticipates it will
file a plan of reorganization to restructure its debts in the near
future. is a leading online media destination, offering
one of the Internet's largest and most diverse libraries of free
audio content. Visitors can access thousands of hours of music,
audio books, news, entertainment, education and information from in a number of formats (including MP3,
RealPlayer(TM) and Windows(R) Media Player(TM)), through a variety
of audio channels. offers free audio and
video content, which can be streamed directly to PCs or downloaded
for future playback.

BROADBAND WIRELESS: Receiver Fires President & CEO Ivan Webb
Peter B. Bradford, Federally Appointed Temporary Receiver for
Broadband Wireless International Corporation (OTC Bulletin Board:
BBAN), said that the Board of Directors has terminated Ivan Webb
as President/CEO of the company effective Thursday, December 28,
2000, removing any remaining official involvement held by Mr. Webb
in Broadband Wireless International Corporation.

The Board has also approved several resolutions which impact the
organizational structure and operational preparation of the
company. Organizational changes include the election of Mr. Albie
L. Shaffer as Chairman of the Board of Directors, and Dr. Ron
Tripp as Corporate Secretary and Treasurer. Additionally, the
Board is very pleased to announce that Mr. Ron D. Harris has
accepted an offer from the company to assume the position of
C.O.O., effective January 5, 2001. Mr. Harris has been working
with the Receivership and the current Board members for several
months providing business planning analysis and also serving as
Project Facilitator for the Broadband Wireless Application testing
in Norman and Edmond, OK. Mr. Harris attended the University of
Oklahoma, Norman and is a CPA, and has recently served as
President of ENTEQ Solutions and Inacom Information Systems, both
successful companies involved in the system integration/
information management industry. As C.O.O., Mr. Harris will be
responsible for overseeing and administering all matters related
to the company's deployment of Broadband Wireless services in the
Oklahoma City market.

Finally, the Board has approved moving forward immediately with an
operational business plan which will provide for Broadband
Wireless services to be offered to business and residential
customers initially in the Greater Oklahoma City, Norman, and
Edmond metro areas. The execution of this business plan is one
component of the strategy to position the company appropriately
for sustained viability, and should enable the company to have
customers engaged in the next few months. At the same time, the
Board is continuing to meet with several companies that have
expressed an interest in merger or acquisition plans with BBAN;
these discussions include the continuation of Broadband Wireless
International Corporation to develop a significant base of
operation in the Oklahoma City area.

COMMERCIAL CAPITAL: Fitch Lifts Watch on Series 3 Mortgage Bonds
Commercial Capital Access One, Inc.'s commercial mortgage bonds
series 3, $17.3 million class 3G are removed from Rating Watch
Negative and is affirmed at 'B'. Fitch also affirms the $60.6
million class 3A-1, the $200.6 million class 3A-2, and the
interest-only class 3-X at 'AAA'. The $45.5 million class 3B is
affirmed at 'AA', the $43.4 million class 3C is affirmed at 'A',
the $19.5 million class 3D is affirmed at 'BBB', the $6.5 million
class 3E is affirmed at 'BBB-', and the $10.8 million class 3F
is affirmed at 'BB'. Fitch does not rate the $17.3 million class
3H. The rating actions follow Fitch's annual review of the
transaction, which closed in December 1998.

The bonds are collateralized by 108 mortgage loans secured by 112
properties. Low income housing tax credit (LIHTC) multifamily
properties (39% by principal balance) and office properties (26%)
constitute the majority of the pool. The properties are located in
33 different states, with significant concentrations in Texas
(16%) and North Carolina (11%). No loans have paid off since
closing. Currently, one loan (1%) is 90-days delinquent and in the
hands of the special servicer, GMAC Commercial Mortgage ('GMAC').
Sun America's limited guaranty on the 38 loans that it originated
is still intact.

Class 3G was placed on Rating Watch Negative on Dec. 15, 2000 due
to the delay in the transfer of special servicing responsibilities
from Dynex Commercial Services ('Dynex') to GMAC. At the time,
Fitch was concerned with Dynex's ability to properly service the
transaction in the absence of a standby special servicer. Special
servicing responsibilities were formally transferred to GMAC on
Dec. 21, 2000.

Given GMAC's special servicer rating of 'CSS1', Fitch is no longer
concerned, at this time, with the quality of special servicing for
the transaction.

Because of the recent transfers of servicing responsibilities, in
particular primary servicing responsibilities from Dynex to GMAC
(June 27, 2000), very limited operating information was available
for the properties securing the transaction. As of January 11,
2001, GMAC was able to provide year-to-date (YTD) operating
information, through September 2000, for 47% of the properties
(based on principal balance).

Based on this information, the comparable weighted-average (WA)
debt-service coverage ratio (DSCR) increased, on an adjusted
basis, to 1.42 times (x), as of YTD September 2000, compared to
1.33x, for the trailing-twelve months ended September 1999. Fitch
considered 11 loans (11%) to be of particular concern, compared to
9% during the 1999 annual review. The loans of concern had either
a weak DSCR (<1.0x), or a lack of current information coupled with
a history of weak DSCRs. Healthcare loans accounted for 53% of the
loans of concern, while LIHTC properties accounted for the

All of the LIHTC loans of concern were covered by the Sun America

Fitch assumed that the aforementioned 11 loans would default at
various loss levels. Based on the hypothetical loss analysis, the
current subordination levels, the limited exposure to delinquent
loans, and the transfer of special servicing responsibilities to
GMAC, Fitch removes class 3G from Rating Watch Negative and
affirms all the ratings. Fitch will continue to monitor this

CONSTELLATION FINANCE: Fitch Puts Airline Notes on Rating Watch
Fitch places Constellation Finance LLC's 'BB' rated 9.8% airline
receivable asset-backed notes, series 1997-1 on Rating Watch

Constellation, 99% owned by Trans World Airlines, Inc., is a
special purpose bankruptcy remote limited liability company
organized to acquire TWA receivables. While the notes have some
features of structured debt transactions, Fitch's rating is linked
to the credit quality of TWA. The notes were issued in December
1997 and are due to begin their scheduled amortization on Jan. 15,

Fitch's rating action reflects TWA's announcement that it is being
acquired by American Airlines, Inc. and as part of the acquisition
has filed for Chapter 11 bankruptcy protection. Fitch is currently
monitoring the developments of this announcement and will take
additional rating action upon completion of their review process.

DARWIN NETWORKS: Case Summary and 20 Largest Unsecured Creditors
Debtor: Darwin Networks, Inc.
        13400 Eastpoint Centre Drive
        Louisville, Kentucky 40223

Type of Business: National provider of high speed Internet Access
                  and data solutions

Chapter 11 Petition Date: January 11, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-00095

Debtor's Counsel: Steven M. Yoder, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899
                  (302) 655-5000


                  Latham & Watkins
                  Suite 5800, Sears Tower
                  233 South Wacker Drive
                  Chicago, Illinois 60606


                  Wyatt, Tarrant & Comb, LLP
                  2800 Citizen's Plaza
                  Louisville, Kentucky 40202

Total Assets: $122,197,001

Total Debts: $62,814,220

List of the Debtor's 20 Largest Unsecured Creditors:

   Creditor              Nature of Claim           Claim Amount
  ---------              ---------------           ------------

Cisco Systems Capital     Capital Lease             $15,910,826
Jeff Riemenschneider      Obligation
P.O. Box 60000
San Francisco, CA 94160

NTPC Capital Corporation  Capital Lease             $10,864,746
Don Hansen                Obligation
P.O. Box 642888
Pittsburgh, PA 15264

Transamerica Business     Capital Lease              $4,370,065
Credit Corporation        Obligation
Darren Miller
P.O. Box 70892
Chicago,IL 60673

Tut Systems               Trade Debt                 $3,973,138
Ray Calibrese
Corporate Treasurer
5964 W. Las Positas Blvd.
Pleasanton, CA 94588

Xerox Company             Trade Debt                 $1,606,576
Craig Haskins
P.O. Box 828187
Philadelphia,PA 19182-8187

AT&T                       Trade Debt                $1,530,764
Tamara Morris, Billing
PO Box 16700
Mesa, AZ 85211

Interspeed                 Trade Debt                  $800,919
Rajeev Agarwal,CEO
39 High Street
North Andover,MA 01845

National City Leasing      Capital Lease               $657,415
Corporation                Obligation
David Hudson
Section #680
Louisville, KY 40289-0680

Dell Financial Services    Capital Lease               $506,407
Sylvia Morales             Obligation
PO Box 4125 Trade Debt
Carol Stream,IL 60197
tel:(888)660-3355 x48106

Suntech                     Trade Debt                 $502,075
Eric Fitner
844 Livingston Court
Marietta, GA 30067

BellSouth Communicaton System Trade Debt               $460,712
Claire Metz
PO Box 70807
Charlotte, NC 28272-0807

WGCS,Inc.                     Trade Debt               $457,275
Jennifer Reeder
PO Box 2259
Wylie,TX 75098

Torsys Consulting,Inc.        Trade Debt               $445,695
Cliff Freeman
2201 E.El Segundo Blvd.
El Segundo, CA 90245

Matsco Financial Corp.        Capital Lease            $366,681
Andy Speece                   Obligation
1900 Powell Street,Ste 1150
Emeryville,CA 94608

Portal Software Inc.           Trade Debt              $348,752
Leonora Consoli
PO Box 3760
Boston, MA 02241-3760

PMSI Project Mentors           Trade Debt              $338,733
Tom Meyers
PO Box 420615
Atlanta,GA 30342-0615

Worldwide Fiber Optics,Inc.    Trade Debt              $305,839
Betsy Becker
3469 Parkway Center Court
Orlando, FL 32808

Nomadix                        Trade Debt              $266,723
Eric Larson
31355 Agoura Road
Westlake Village, CA 91361

Henderson Electric             Trade Debt              $241,798

EMS Technologies Wireless      Trade Debt              $213,459

DELTA AIR: American/TWA Deal Prompts Moody's to Revise Outlook
Moody's Investor Service confirmed that it has revised Delta Air
Lines, Inc.'s rating outlook from stable to negative. This is due
to the growing concern over the potential implications of the
changes in the U.S. airline industry like the ongoing
consolidation arrangements.

The rating action took into consideration the company's
competitive position as a leading US airline, favorable operating
history, and sound financial condition. But the rating also took
into account the potential of the latest development in the
industry to put pressure on the company or urge it to look for
strategic responses to support its position. Either way, the
rating outlook recognizes the potential effects the developments
may have on Delta's Baa3 senior debt rating over the immediate

The ratings affected are: all Senior Unsecured ratings: Baa3; the
Commercial Paper rating: Prime-3; the Senior Subordinate rating:
Ba2; all Equipment Trust ratings: Baa1; all Enhanced Equipment
Trust ratings: ranging from Aa2 to A3: the Senior Secured Shelf
rating: Baa1; all IRB ratings: Baa3.

Atlanta, Georgia-based Delta Air Lines, Inc. along with its
subsidiaries, Atlantic South East Airlines, Inc. and Comair, Inc.
is the largest US airline in terms of aircraft departures and
passengers enplaned. It provides air transportation for passengers
and freight throughout the United States and around the world.

DESIGN HOUSE: DHI Acquisition Completes Asset Purchase
Executives at Design House have formed a new organization, DHI
Acquisition Corporation, and have purchased the company. The new
company, which will continue to operate as Design House, was
formed by executives Todd Witte, Solomon Malka and Dennis Thums.
In a deal solidified on Dec. 11, 2000, the group purchased all
Design House inventory out of receivership, as well as the assets
and brand names needed to run the company. Serving the home
improvement industry since 1872, Design House's product lines
include tub surround manufacturing, residential lighting and
ceiling fans, bath products, door hardware and various millwork
items. In addition to its offices in Germantown, Wis., the company
will maintain Design House's offices in Taipei, Taiwan.

"Design House is a special place for all of us, and we are excited
to be in a position to turn around the company, which we all
strongly believe in," said Witte, the company's new president. "We
appreciate the patience and loyalty shown by our customers,
suppliers and employees, and we are going to take the necessary
steps to solidify the future and grow the business."

Witte was formerly senior vice president of sales and marketing at
Design House. Malka, who was formerly Design House' vice president
of international operations, will head up the company's
international operations and merchandising activities. Rounding
out the executive team is Thums, who will head operations and
serve as chief financial officer. Thums was formerly vice
president of operations.

Design House encourages customers to direct any inquiries to the
customer service team.

Based in Germantown, Wisconsin, Design House Inc. has been a major
force in the building products and accessory industry for more
than 125 years. Founded in 1872, the home improvement company
manufactures and markets specialty millwork products as well as
decorative bath products, residential lighting, ceiling fans and
door hardware. The assets of the company were bought by DHI
Acquisition Corp. on Dec. 11, 2000.

EXIDE CORP: Moody's Reviewing Ratings for Possible Downgrade
Exide Corporation's ratings were placed on review by Moody's
Investor Service for possible downgrade. This is a reaction the
company's announcement that it has received subpoenas from the
United State's Attorney for the Southern District of Illinois
concerning its past relationship with Sears, Roebuck & Co. The
company, based on discussions with the US Attorney, believes that
it is likely to be indicted in this criminal case or pay a
substantial fine. Any settlement could negatively affect the
company's debt protection measures and be the basis for ratings

The followings ratings are affected:

   (i) The Ba3 ratings of Exide's $925 million of senior secured
       bank credit facilities (including a $250 million senior
       secured revolving credit due 2003; a $150 million senior
       secured term loan A due 2003; and a $525 million senior
       secured term loan B due 2005);

  (ii) The B1 rating of Exide's $300 million of 10% senior
       unsecured notes due 2005;

(iii) the B3 rating of Exide's $398 million of 2.9% convertible
       senior subordinated notes due 2005;

  (iv) Exide's Ba3 senior implied rating; and

   (v) Exide's B1 senior unsecured issuer rating.

Exide's management has been fully cooperating with the government
investigation in the hope of expediting the investigation. The
company is also in litigation with certain members of its former
management to recover damages concerning the same issues that have
been the focus of the US Attorney's investigation. The company has
stopped employing individuals who can be tied to the alleged Sears
incidents in question.

Exide (d/b/a as Exide Technologies) is a global leader of stored
electrical energy solutions. Transportation, network and motive
power batteries are produced for a broad range of uses within the
industrial and transportation aftermarket and original equipment
markets. Annual revenues are approximately $3.2 billion.

FOXMEYER: Avatex to Wire $6 Million Settlement Payment to Trustee
The Honorable M. Bruce McCullough Bruce put his stamp of approval
on a Settlement Agreement among Bart A. Brown, Jr., the chapter 7
trustee for FoxMeyer Corporation, FoxMeyer Drug Company and their
debtor-affiliates, and Avatex Corporation.

Early in FoxMeyer's 1996 bankruptcy saga, the Official Committee
of Unsecured Creditors filed a lawsuit alleging that a $150
million pre-petition dividend upstreamed from FoxMeyer to Avatex
constituted a fraudulent conveyance. Avatex compromised that claim
with Mr. Brown by delivering a collateralized $8 million
promissory note to FoxMeyer. This latest settlement further
compromises that earlier settlement. Under the new settlement,
Avatex agrees to deliver $6 million by wire transfer to the

At the January 8 hearing, Mr. Brown's counsel recited to Judge
McCullough the run-of-the-mill arguments in support of a
compromise and settlement under Rule 9019 of the Federal Rules of
Bankruptcy Procedure. Mr. Brown makes the point that collection of
the Avatex Note might prove to be difficult absent this settlement
pact because Avatex is in poor financial health and Avatex's
auditors have expressed doubt about its ability to continue as a
going concern.

In an unusual procedural move, David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, serving as lead counsel
to the Chapter 7 Trustee, filed the motion papers requesting
approval of the Settlement Agreement under seal with the
Bankruptcy Clerk. Judge McCullough reviewed the settlement pact on
January 8 and signed an order approving the settlement. Judge
McCullough has directed that his order not be entered on the
Court's dockets until January 29, 2001, to allow creditors and
other parties-in-interest the opportunity to interpose objections.

HARNISCHFEGER: Litigation Heats-Up Over Gelco Lease Claims
In response to an adversary proceeding initiated by Gelco
Corporation, d/b/a GE Capital Fleet Services, defendants and
counterclaimants Harnischfeger Industries, Inc., Beloit
Corporation, Joy Technologies Inc. and Harnischfeger Corporation
Inc. object to and request disallowance of claims numbered 10655,
10656, and 10654 filed by Gelco and scheduled claim numbered
s4157. The counterclaiming Debtors also seek declaratory relief
and injunctive relief.

The Counterclaimants tell the Court that the matter is related to
two Master Agreements between HII and GE Cap:

   (1) a Master Fleet Agreement effective as of October 12, 1995,
       in which HII is referred to as the Client;

   (2) a Master Lease Agreement effective as of February 10, 1998,
       in which HII is referred to as the Customer

In connection with the Agreements, GE Cap has filed proofs of
claim against HII, Beloit, and JTI which, collectively,
effectively assert that HII, Beloit, and JTI are jointly and
severally liable to GE Cap under the Master Lease Agreement:

   * Claim (no. 10655) in the amount of $1,214,129.30 against HII
   * Claim (no. 10656) in the amount of $1,214,129.30 against  
   * Claim (no. 10654) in the amount of $1,214,129.30 against JTI

GE Cap has not filed a proof of claim against Harnco, thus
apparently does not claim that Harnco is jointly and severally
liable under the Master Lease Agreement. The counterclaimants note
that GE Cap is barred from asserting any claims against Harnco
pursuant to the Court's order dated November 30, 1999.

The Counterclaimants tell Judge Walsh that the agreements provide
that "If more than one party executes [the Agreements as
Client/Customer], each shall be jointly and severally liable
hereunder," and because only HII executed the Agreements, Beloit,
Harnco, and JTI are not liable to GE Cap under either Agreement.

                Request for Declaratory Relief

(I) Obligation of HII Only

In light of the circumstance, the Counterclaimants request the
Court to declare that only HII is obligated to GE Cap under the
Master Agreements and that Beloit, Harnco, and JTI are not jointly
and severally liable on any claim that has been asserted or may be
asserted by GE Cap based upon the Master Agreements. Otherwise,
the claimants say, JTI, Harnco, and Beloit might be wrongfully
saddled with administrative liabilities under 11 U.S.C. section
365(d)(lO) or wrongfully required to assume or reject the Master
Agreements. Moreover, GE Cap's claim on account of alleged
nonpayment under the Master Agreements might be allowed against
Beloit and JTI.

(II) Separate and Distinct Leases

In the alternative, the claimants seek declaration that the leases
are separate and distinct unexpired leases.

The claimants tell the Court that the Master Agreements did not
provide for the lease of any specific vehicles or for the payment
of funds for the leasing of vehicles, but rather set forth general
terms in the event schedules were executed for the leasing of
vehicles and the payment of funds for the leasing of vehicles. As
contemplated in the Master Agreements, the claimants relate, HII,
Beloit, Harnco and JTI each entered into separate agreements with
GE Cap for the lease of vehicles. The Debtors observe that the
Master Agreements being necessary to but not sufficient for the
leases to become effective.

The counterclaimants note that each of them executed independent
vehicle lease requests and related documents to GE Cap for their
respective needs, with no knowledge as to the arrangements between
GE Cap and the other counterclaimants, each autonomously managed
its arrangements with GE Cap, made termination notices
Independently and was under obligations unrelated to obligations
of the other Counterclaimants.

GE Cap issued invoices to each of them under the respective Lease.
Each independently paid and accounted for the consideration paid
and credits received, determined by the number of vehicles each
chose to lease and the terms of each respective Lease.

              Objection to the Proofs of Claim

HII, Beloit and JTI object to the claims filed against them
respectively and request that the claim be disallowed because:

-- The claims are duplicative: claim no. 10656 against Beloit and
claim  no. 10654 against JTI are each a duplicate of claim no.
10655 against HII;

-- Each is not liable to GE Cap for any obligations owed to GE by
any of the other debtors;

-- Each objects to the alleged secured status of GE Cap's claim.

Specifically, with respect to claim no. 10655 filed against it,
HII also objects on the grounds that:

   (1) The amount set forth is overstated;

   (2) Should the Court determine that HII is liable to GE Cap for
       Beloit's obligations to GE Cap, then, pursuant to 11 U.S.C.
       section 502(d), HII objects to and requests disallowance of
       GE Cap's claim numbered 10655 on the same grounds set forth
       by Beloit.

With respect to claim number 10656, Beloit also objects on the
ground that:

   (1) Beloit has no contractual liability to GE Cap under any of
       the agreements attached to GE Cap's proof of claim;

   (2) Pursuant to 11 U.S.C. section 502(d), a creditor's claim
       against a debtor's estate must be disallowed if the
       creditor is a transferee of a transfer that is avoidable
       pursuant to 11 U.S.C. section 547 and recoverable under 11
       U.S.C. section 550; in the present case, GE Cap is the
       transferee of transfers from Beloit that are avoidable
       pursuant to 11 U.S.C. section 547 and coverable pursuant to
       11 U.S.C. section 550;

With respect to claim numbered 10654, JTI objects on the ground

   (1) JTI has no contractual liability to GE Cap under any of the
       agreements atached to GE Cap's proof of claim;

   (2) Should the Court determine that JTI is liable to GE Cap for
       Beloit's obligations to GE Cap, then, pursuant to 11 U.S.C.
       section 502(d), JTI objects to and requests disallowance of
       GE Cap's claim numbered 10654 on the same grounds set forth
       by Beloit.

With respect to claim numbered s4157 in the amount of $104,732.35
the counterclaimants object on the grounds that GE Cap has not
filed a proof of claim against Harnco. Therefore, pursuant to the
Court's order dated November 30, 1999 governing the filing of
proofs of claim, GE Cap is barred from asserting any claims
against Harnco, including, but not limited to, any claims that
Harnco is jointly and severally liable to GE Cap for any
obligations owed to GE Cap by any of the other debtors. Harnco
objects to scheduled claim numbered s4157 on the ground that it
has no contractual
liability to GE Cap.

      Alleged Violations of Automatic Stay By GE Cap

The Debtors draw the Court's attention to provisions under the
Master Agreements regarding the surrender, sale or disposition,
and terminal rent adjustment for leased vehicles.

Section 8 of the Master Fleet Agreement:

   * Refund of Rental

If the Net Proceeds exceed the Unamortized Book Value, [GE Cap]
shall retain an amount equal to the Unamortized Book Value of the
vehicle sold and client shall receive the excess as a refund of

   * Rental Charge

If the Net Proceeds are less than the Unamortized Book Value of
the vehicle sold, but equal to or greater than the Guaranteed
Residual, client shall pay [GE Cap], in cash, as a rental charge
adjustment, the amount of the difference between the Net Proceeds
and the Unamortized Book Value.

Section 11 of the Master Lease Agreement:

   * Refund of Rental

If the Net Proceeds exceed the Book Value (as to each Vehicle, its
Capitalized Cost as defined in the Schedule, reduced by
appropriate amortization), [GE Cap] shall retain an amount equal
to the Book Value, and remit the excess to Customer as a refund of

   * If the Net Proceeds are less than the Book Value, Customer
shall pay [GE Cap] the amount of the difference.

The Debtors tell Judge Walsh that these provisions were intended
to be an incentive to HII, Beloit, Harnco and JTI to maintain
lease vehicles in good condition.

Before the Petition Date, the provisions were observed with
respect to the "refund of rental" of purchased vehicles. If a
buyer (usually the employee who had been operating the leased
vehicle) approached Harnco or JTI with a cash bid for the vehicle,
then Harnco or JTI would contact GE Cap (with no involvement on
the part of HII) for approval of the bid. In nearly every case
before the Petition Date, the Book Value of the purchased vehicles
was $0. Upon approval of the bid and payment by the buyer, and in
accordance with the terms of the Agreements, GE Cap would credit
Harnco or JTI with the amount of the purchase price, less certain
administrative services fees. In cases where a vehicle was
returned to GE Cap at the end of its lease with no offer from a
buyer outstanding, it was the practice under the Harnco Lease and
the JTI Lease for GE Cap to sell the vehicle at auction, and to
credit Harnco or JTI with the purchase price at auction, less
certain administrative service fees, the Counterclaimants tell
Judge Walsh.

However, both before and after the Petition Date, GE Cap
wrongfully and unilaterally changed the formula for leased vehicle
purchases, depriving Harnco and JTI of their benefits, the
counterclaimants allege.

Specifically, they tell the Court that after the Petition Date, GE
Cap began calculating the lessee's "refund of rental" by
subtracting from the purchase price the "blue book" value, a
figure deemed by GE Cap to reflect the market value of the
vehicle, resulting in "refund of rental" of $0 typically.

The counterclaimants further accuse that, after the commencement
of their chapter 11 cases, GE Cap set off pre-petition rental
payments allegedly owed to them against "refund of rental".

The counterclaimants also complain that because of GE Cap's
wrongful alteration of the terms of the Leases, Harnco and JIT
have been forced to continue operating vehicles with excessive
mileage in order to avoid recording losses.

Accordingly, the Debtors claim that GE Cap has violated the
automatic stay thus jeopardizing the ability of HII, Harnco ad JTI
to successfully reorganize under the Bankruptcy Code.

Based on this, HII, or in the alternative, Harnco and JTI request
the Court to declare that GE Cap has willfully violated and
disregarded the automatic stay, enjoin GE Cap from further
violations of the automatic stay or, put differently, compel GE
Cap to perform the Master Agreements and to award HII or in the
alternative, Harnco and JTI actual damages, costs, attorneys'
fees, and expenses for GE Cap's contractual breaches and willful
violations of the automatic stay.

In conclusion, the Counterclaimants request that the Court enter
an order:

   (1) disallowing GE Cap's claim numbered 10656 against Beloit;

   (2) disallowing GE Cap's claim numbered 10654 against JTI;

   (3) disallowing GE Cap's claim numbered 10655 against HII;

   (4) declaring that HII only is obligated to GE Cap for vehicles
       leased pursuant to the Master Agreements or in the
       alternative, declaring that the Leases are separate and
       distinct unexpired leases for all purposes, including, but
       not limited to, assumption and rejection of unexpired
       leases pursuant to ll U.S.C. section 365, and the allowance
       and determination of administrative expenses claims and
       prepetition claims made pursuant to the Leases;

   (5) declaring that GE Cap has willfully violated and
       disregarded the automatic stay by taking actions to obtain
       possession of HII's or, in the alternative, Harnco's and
       JTI's property and by otherwise harassing or interfering
       with Harnco's and JTI's conduct of their chapter 11 cases;

   (6) awarding HII or, in the alternative, Harnco and JTI, actual
       damages, costs, attorneys' fees, and expenses for GE Cap's
       contractual breaches and willful violations of the
       automatic stay;

   (7) enjoining GE Cap from further violations of the automatic
       stay and compelling GE Cap to perform its obligations under
       the Master Agreements or, in the alternative, the Leases,
       including, but not limited to, its obligations in
       connection with the purchase of new vehicles to be leased
       to counterclaimants, the termination of leases, the sale of
       vehicles, and the refund of rental.

(Harnischfeger Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

HOLLYWOOD VIDEO: May Face Bankruptcy
Hollywood Video, the nation's second-largest video rental chain,
is struggling to survive and is more than $260 million in debt. If
it can't pay its creditors, one analyst says that the Portland-
based company might have to reorganize in bankruptcy court. Over
the past year, Hollywood's stock price has dropped from about $14
to just over $1. (ABI 11-Jan-2001)

ICG COMMUNICATIONS: U.S. Trustee Appoints Creditors' Committee
Frederick J. Baker, Esq., Senior Assistant U.S. Trustee, has
appointed these creditors to serve on the Official Creditors'
Committee in ICG Communication's on-going chapter 11

      W. R. Huff Asset Management Co., LLC
      67 Park Place
      Morristown, New Jersey 07960
          Attn: Mr. Joseph R. Thornton
          Tele: (973) 984-1233
          Fax: (973) 984-5818

      Aetna Life Insurance Company
      Aetna Health & Life Insurance Company
      Corporate Health Insurance Company
      151 Farmington Avenue, RTAA
      Hartford, Connecticut
          Attn: Mr. Brian J. Lessard
          Tele: (860) 273-8518
          Fax: (860) 273-8560

      Cerberus Capital Management, LP
      450 Park Avenue, 28th Floor
      New York, New York 10022
          Attn: Mr. Seth P. Plattus
          Tele: (212) 891-2120
          Fax: (212) 891-1541

      Conseco Capital Management
      11825 North Pennsylvania Street
      Carmel, Indiana 46032
          Attn: Mr. Eric Johnson
          Tele: (317) 817-6806
          Fax: (317) 817-4115

      Bank One, N.A.
      100 East Broad Street, 8th Floor
      Columbus, Ohio 43215-0181
          Attn: Mr. Eric Michael Stoller
          Tele: (614) 248-5579
          Fax: (614) 248-5195

      Lucent Technologies Inc.
      5 Wood Hollow Road, Room 1165
      Parsippany, New Jersey 07054
          Attn: Mr. Ed Ronco
          Tele: (973) 581-4350
          Fax: (530) 327-7188

      Qwest Communications Corporation
      555 17th Street, 12th Floor
      Denver, Colorado 80202
          Attn: Ms. Wendy Wagner
          Tele: (303) 992-5338
          Fax: (303) 992-1490

The Assistant U. S. Trustee assigned to these cases is Frank J.
Perch, Esq., Tele: (302) 573-6491; Fax: (302) 573-6497.  (ICG
Communications Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

LERNOUT & HAUSPIE: Pays Shipping, Warehouse and Customs Charges
In the normal course of business the Lernout & Hauspie rely on
particular common carriers to ship, transport and deliver goods,
materials, and supplies to various places, including manufacturing
facilities. It depends on the shippers for timely, consistent
deliveries, and the shippers' services are key to the Debtors'
operations. Goods which are in transit are often deposited at
warehouses that are not owned or otherwise controlled by the
Debtors, but rather are owned and/or controlled by independent
third parties. In addition, depending on the origin of the goods
at issue, it incurs various customs charges and duties
attributable to the importation and exportation of such goods.

As a result of the commencement of these Chapter 11 cases, some
shippers and warehousemen who hold goods may refuse to release
these goods pending payment of pre-petition shipping charges,
thereby disrupting the Debtors' operations. Moreover, for certain
of the goods, unless the Debtors pay the customers charges, the
shippers and warehousemen may refuse to release, or may be
prohibited from releasing, the goods. Unless the Debtors continue
to receive delivery of goods on a timely and uninterrupted basis,
its operations will be severely impacted, causing irreparable
damage to its businesses and reorganization efforts.

By this Motion the Debtors sought and obtained an Order
authorizing them to pay those shipping and warehousing charges and
customs charges deemed necessary or appropriate in its business
judgment in order to obtain the release of goods ordered pre-
petition and held by such shippers and warehousemen on account of
unpaid invoices. The Debtors obtained this authority to make such
payments in the amounts and to the extent necessary to satisfy
undisputed, pre-petition shipping and warehousing charges and
customs charges, and to satisfy the possessory liens, if any, on
goods that may be held by a shipper or warehouseman or customs
authority pending the payment of such shipping and warehousing
charges or customs charges. (Lernout & Hauspie Bankruptcy News,
Issue No. 2, Bankruptcy Creditors' Service, Inc., 609/392-0900)

LIDS CORPORATION: Wells Fargo Extends $25 Million DIP Financing
Retail asset-based lender Wells Fargo Retail Finance, of Boston,
Mass., has provided a $25 million line of credit to Lids
Corporation, of Westwood, Mass., the world's largest headwear
retailer. Lids Corporation filed for Chapter 11 bankruptcy on
Tuesday, January 4, 2000 in a Delaware Federal Bankruptcy Court.

"Wells Fargo Retail Finance was a logical alternative for us,"
said Nancy Babine-Kucinski, Lids' Chief Executive Officer. "They
showed from the beginning they could be practical and flexible in
helping us to reorganize our business for the future."

Lids Corporation is a privately held retailer of specialty
headwear. The company was founded in 1992 and currently operates
388 stores in 47 states. These locations are supported by a
Warehouse/Distribution Center located in Randolph, Mass.

"Lids Corporation has a proven merchandising concept, and we look
forward to supporting Nancy Babine-Kucinski and her management
team," said Wells Fargo Retail Finance Senior Managing Director
and Co-COO Andrew Moser. "We're pleased to help the company by
providing the added liquidity necessary to help reposition the
business for the future."

Based in Boston, Mass., with additional offices located in
Philadelphia and Los Angeles, Wells Fargo Retail Finance was
formed in December 2000 when Foothill Capital of Los Angeles
acquired the remaining interest in Paragon Capital LLC of Boston.
As an autonomous, self-contained business unit, Wells Fargo Retail
Finance has nearly $1.8 billion in retail commitments and is

LOEWEN: Selling 4 Funeral Homes & 2 Cemeteries for $1 Million
Debtor-affiliates of The Loewen Group, Inc.:

     * Hadley Funeral Chapels, Inc.,
     * Coge Investment Corporation,
     * Memorial Consultants of California, Inc. and
     * Lake Havasu Memorial Gardens.

propose to sell:

(A) Funeral Homes that are California corporations:

    (1) Hadley Funeral Chapels, Inc. doing business as Hadley
        Funeral Chapels, Inc. (Visalia)(2613)
    (2) Hadley Funeral Chapels, Inc. doing business as Hadley
        Funeral Chapels, Inc. (Farmersville)(2614)
    (3) Coge Investment Corporation doing business as Oceanside
        Mortuary (3153)
    (4) Memorial Consultants of California, Inc. doing business as
        Mountain Valley Mortuary (3563)

(B) Cemeteries:

    (1) Memorial Consultants of California, Inc. a California
        corporation, doing business as Mountain Valley Memorial
        Park (5802)
    (2) Lake Havasu Memorial Gardens, Inc. an Arizona corporation,
        doing business as Lake Havasu Memorial Gardens (5823)

As part of the Disposition Program, the Selling Debtors sought and
obtained 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 7 executory
contracts and unexpired leases, pursuant to section 363 of the
Bankruptcy Code.

Pursuant to an Asset Purchase Agreement, the Initial Bidder
(Desert Cremation Society, Inc.) and the Debtors have agreed to a
purchase price of $1,000,000 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 $50,000 upon
the execution of the Purchase Agreement and agrees to pay the
remainder of the Purchase Price at the closing.

In connection with the proposed sale of the Sale Locations, 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. Funds necessary to pay bona fide direct costs of a
sale may be paid from the account without further order of the
Court.( Loewen Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LTV CORPORATION: Threatens Shut Down if Lenders Don't Cooperate
As a precautionary and prophylactic measure, in the unlikely event
that LTV Corporation is unable to obtain permanent access to
postpetition financing or the continuing use of their Prepetition
Lenders' cash collateral, the Debtors present Judge Bodoh with a
Motion seeking authority to take any and all actions necessary or
appropriate in the exercise of their business judgment to:

   (i) discontinue their business operations and pursue a shut-
       down of their facilities; and

   (ii) in connection with this, comply with applicable federal,
        state and local regulations and protect public health and

The Debtors stress that their primary objective is to continue
operating their businesses and reorganize in Chapter 11 for the
benefit of their creditors, employees, retirees, customers,
communities and other stakeholders, the Debtors lack sufficient
liquidity to maintain ongoing operations without the immediate and
permanent use of postpetition financing or use of cash collateral
or other funds. While the Debtors are taking every available step
to avoid a precipitous shut-down that would put 17,500 employees
out of work, leave 100,000 retirees and their dependents without
health care, and pose potentially serious safety issues to the
general public, that possibility exists if the Debtors are
unable to arrange for continued financing of its operations.

OSAGE SYSTEMS: Inks Deal to Sell Assets to Pomeroy Computer
Osage Systems Group Inc. (AMEX: OSE) has entered into a letter of
intent (LOI) providing for the sale of operating assets and
the business of Osage to Pomeroy Computer Resources Inc. (Nasdaq:
PMRY).  The purchase price is undisclosed at this time.

The transaction is subject to a number of conditions, including
negotiation of definitive agreements and customary approvals and
consents. It is contemplated that the transaction will also be
effected through the provisions of the U.S. Bankruptcy Code and
will, accordingly, be subject to court approval.

If the sale is completed, Pomeroy anticipates that the systems
integration and consulting business of Osage will operate as
additional branch offices of the company.

"This proposed transaction should provide Pomeroy with the
opportunity to acquire the business and capabilities associated
with Osage's talented group of employees. It will also give the
company a presence in geographies where we currently do not have
facilities," commented Stephen E. Pomeroy, president of Pomeroy.

Over the past several months, management of Osage has sought
capital to fund prior obligations and support its operations.
Until recently, Osage has been able to generate operating cash
flow but has not had sufficient capital support to overcome past
obligations and support operations.

Because of its capital constraints, Osage has at times been unable
to secure the necessary credit to purchase needed hardware and
software for sale to its customers, resulting in lost sales
opportunities. This has been a contributor to a major downturn in
sales and operating cash flow in the fourth quarter.

In light of Osage's inability to show a profit, its capital
providers have been reluctant to continue to invest additional
capital or fulfill their capital commitments. Currently, Osage
does not have the cash availability to meet critical payments to
maintain its operations independently.

"The proposed sale to Pomeroy should permit the business of Osage
to continue and develop as part of Pomeroy while providing the
greatest value to Osage stakeholders," commented Phil Carter,
chief executive officer of Osage.

This transaction will take place under the provisions of
bankruptcy laws. Osage has engaged Hodgson Russ LLP as bankruptcy
counsel to advise on all creditor issues.

                          About Osage

Osage Systems Group (, implements and  
supports eBusiness solutions for the Networked Economy(TM). With a
comprehensive and fully integrated set of eBusiness capabilities,
Osage strategically links infrastructure, integration,
information, and intelligence.

Osage partners, including Sun Microsystems, Cisco, Veritas, and
Oracle, provide the industry-leading technologies that help shape
Osage solutions, enabling customers to achieve a powerful Internet
presence. Osage is the intelligent path for business leaders to
follow in order to achieve optimum results in the robust, web-
centered environment.

OWENS-CORNING: Bonded Judgment Creditor Seeks Relief from Stay
Alice Meinert, a creditor holding a bonded judgment against Debtor
Owens Corning, asks the Bankruptcy Court to terminate the
automatic stay and allow her to prosecute an appeal which Owens
Corning has taken from her judgment against it.  Mrs. Meinert's
husband died in 1991 from a form of cancer caused by exposure to
asbestos. Mrs. Meinert filed suit in District Court in Dallas
County, Texas, against Owens Corning and other defendants,
alleging that her husband's illness was caused by his exposure
to asbestos-containing products manufactured by the various

After settling with all of the other defendants, the case
proceeded to trial against Owens Corning. The trial jury returned
a verdict in favor of Mrs. Meinert and the trial court rendered
judgment on the verdict for $3,788,000 in compensatory damages,
$1,000,000 in punitive damages, and $63,099 in prejudgment
interest and postjudgment interest until the judgment is paid at
the statutory rate of 12%.

Owens Corning posted a supersedeas bond in the amount of
$5,578,764 through Continental Casualty Company to stay execution
of the judgment pending appeal to the Court of Appeals for the
Fifth District in Texas. Subsequently Owens supplemented this bond
with an "increase rider" that increased security for the judgment
to $6,015,363 to reflect postjudgment interest that had
accumulated. Owens filed a second supplement increasing the bond
amount to $6,450,231.70, and a third supplement increasing it to
$6,815,444.82. The case has been presented in oral argument to the
Court of Appeals in June, 2000; however, no opinion has been

Noting that the automatic stay of creditor action attendant upon
the filing of a petition in bankruptcy stays all judicial
proceedings against a debtor, including appeals prosecuted by the
debtor from judgments against the debtor, Mrs. Meinert, through
her attorney Brett M. Rosenthal of the Dallas, Texas, firm of
Baron & Budd have asked that Judge Walrath terminate the
bankruptcy stay to permit the appeal to continue to conclusion.
(Owens-Corning Bankruptcy News, Issue No. 7, Bankruptcy Creditors'
Service, Inc., 609/392-0900)

PILLOWTEX: Establishes Interim Professional Compensation Protocol
Pillowtex has filed a Motion seeking judicial approval of a plan
for establishing procedures for interim compensation and
reimbursement of expenses for the various professionals employed
by the Chapter 11 estates.

On November 15, 2000, the Debtors filed applications to retain
Jones, Day, Reavis & Pogue as lead counsel, and Morris, Nichols,
Arsht & Tunnell as local counsel. The Debtors have also sought
authority to employ E&Y Capital Advisors LLC as financial
advisors; KPMG LLP as independent auditors and tax, accounting,
and compensation advisors, and Arthur Andersen LLP as business
consultants. The Debtors anticipate that, as these cases progress,
they may need to retain other professionals in connection with
their reorganization efforts. In addition, a statutory committee
of unsecured creditors has been appointed and the Debtors
anticipate that the committee will retain counsel and possibly
other professionals to assist it in fulfilling its obligations in
these cases.

The Debtors have therefore requested entry of an order authorizing
and establishing procedures for the compensation and reimbursement
of court-approved professionals on a monthly basis. Such a
procedure will streamline the professional compensation process
and enable the Court and all other parties to monitor the
professional fees incurred in these Chapter 11 cases more
effectively. Specifically, the Debtors proposed that, except as
otherwise provided in an order of the court authorizing the
retention of a particular professional, the professionals be
permitted to seek interim payment of compensation and
reimbursement of expenses in accordance with the following

      No earlier than the 25th day of each calendar month, each
      Professional seeking interim compensation shall file an   
      application for interim approval and allowance of
      compensation for services rendered and reimbursement of
      expense incurred during the immediately preceding month, and
      serve a copy of such fee application on the Debtors, counsel  
      to the Debtors, the Office of the United States Trustee,
      counsel to the Creditors' Committee, counsel to any other
      official committee appointed in these cases, and counsel to
      the Debtors' proposed postpetition lenders. All fee
      applications will comply with the Bankruptcy Code, the
      Federal Rules of Bankruptcy Procedure, applicable Third
      Circuit law, and the Local Rules of this Court. Each Noticed
      Party will have twenty days after service of a fee
      application to object thereto. Upon the expiration of the
      objection deadline, the professional may file a certificate
      of no objection with the Court after which the Debtors are
      authorized to pay each professional an amount equal to the
      lesser of (i) 80% of the fees and 100% of the expenses
      required in the fee application; and (ii) 80% of the fees
      and 100% of the expenses not subject to an objection.

If any Noticed Party objects to a professional's fee application,
it must file with the Court and serve on the affected professional
and each of the Noticed Parties a written objection, which must be
filed with the Court and received by the affected Professional and
the Noticed Parties on or before the Objection Deadline.
Thereafter, the objecting party and the affected professional may
attempt to resolve the objection on a consensual basis. If the
parties are unable to reach a resolution of the objection within
twenty days after service of the objection, the affected
professional may either: (i) file the Objection with the Court,
together with a request for payment of the difference, if any,
between the Maximum Interim Payment and the Actual Interim Payment
made to the affected professional; or (ii) forego payment of that
amount until the next interim or final fee application hearing, at
which time the Court will consider and dispose of the Objection if
requested by the parties.

Professionals will be required to submit their initial fee
application on or before January 25, 2001. This initial fee
application will cover the period from the Petition Date through
and including December 31, 2000.

At three-month intervals, each of the professionals must file with
the court and serve on the Noticed Parties a request for interim
Court approval and allowance of the compensation and reimbursement
of expenses sought in the fee applications filed during the
interim fee period. The Interim Fee Application Request must
include a summary of the Fee Applications that are the subject of
the request and any other information requested by the Court or
required by the local rules. Each Professional must file its
Interim Fee    Application Request within 45 days after the end of
the Interim Fee Period for which the request seeks allowance of
fees and reimbursement of expenses. Each professional must file
its first Interim Fee Application Request on or before April 16,
2001, and the first Interim Fee Application Request should cover
the Interim Fee Period from the Petition Date through and
including February 28, 2001. Any professional that fails to file
an Interim Fee Application Request when due will be ineligible to
receive further interim payment of fees or expenses under the
compensation procedures until such time as a further Interim Fee
Application Request is submitted by the professional.

The Debtors shall request that the court schedule a hearing on the
Interim Fee Applications at least once every six months, or at
such other intervals as the Court deems appropriate.

The pendency of an objection to payment of compensation or
reimbursement of expenses will not disqualify a professional from
the future payment of compensation or reimbursement of expenses
under these compensation procedures.

Neither (i) the payment of or the failure to pay, in whole or in
part, monthly interim compensation and reimbursement of expenses
under these compensation procedures, nor (ii) the filing of or
failure to file an objection will bind any party in interest or
the Court with respect to the allowance of applications for
compensation and reimbursement of expenses of professionals. All
fees and expense paid to professionals under the compensation
procedures are subject to disgorgement until final allowance by
the Court.

The Debtors further requested that each member of the Creditors'
Committee be permitted to submit statements of expense (excluding
committee member counsel expense) and supporting vouchers to
counsel to the Creditors' Committee, which will collect and submit
the Creditors' Committee members' requests for reimbursement in
accordance with the compensation procedure.  (Pillowtex Bankruptcy
News, Issue No. 3, Bankruptcy Creditors' Service, Inc., 609/392-

SAFETY-KLEEN: Ryder Moves for Assumption of 287 Truck Leases
Through its attorney David Carickhoff, Jr., and John T. Carroll,
III, of the Wilmington, Delaware, firm of Cozen and O'Connor,
Ryder Truck Rental, Inc., has brought a Motion seeking Judge
Walsh's Order compelling Safety-Kleen to assume or reject 287
Truck Lease and Service Agreements with Ryder. Prior to the
Petition Date, Ryder claimed that the Debtors had accumulated
$946,697.38 in unpaid truck lease charges, which remain unpaid.
Post-petition obligations have been paid as due, but the Debtors
have not assumed or rejected the Leases, nor paid any part of the
pre-petition obligation. Concurrently, Ryder filed a Motion
seeking relief from the bankruptcy stay to setoff certain monies
in its possession against the pre-petition obligations, which
would reduce the liability to $251,624.16. If the Debtors rejected
the Leases, Ryder would be damaged to the extent of the pre-
petition obligation, any unpaid post-petition obligation, and
would be entitled to lease termination damages in the amount of

Ryder has asked Judge Walsh to order Safety-Kleen to post a cash
bond equal to one month's charges under the lease, or $650,000,
and to order continued payment of all post-petition amounts due,
and to grant Ryder the immediate right to repossess the vehicles
in the event that the bond is not posted in the amount stated. The
necessity of Ryder's tracking the actual position of each vehicle,
together with the Debtors' pre-petition default, are cited by
Ryder as support for the bond requirement. (Safety-Kleen
Bankruptcy News, Issue No. 12, Bankruptcy Creditors' Service,
Inc., 609/392-0900)

STROUDS INC: Appoints Tom Paccioretti as President and CEO
Strouds, Inc. appointed Thomas S. Paccioretti as President and
Chief Executive Officer, effective December 1, 2000. Mr.
Paccioretti succeeds John P. Brincko, who had been Interim
President and Chief Executive Officer since September 2000. Mr.
Brincko and international management consulting firm Brincko
Associates, Inc. will continue as financial advisors to the

Mr. Paccioretti, 45, a Certified Turnaround Professional (CTP),
has been actively involved in the direction and operation of
Strouds since the Company began its voluntary restructuring under
Chapter 11 on September 7, 2000.

A Senior Vice President of Brincko Associates, which advises
financially troubled companies and their investors, Mr.
Paccioretti has more than 12 years of experience in crisis
management, interim management and reorganization engagements. He
has assumed senior management positions in turnaround situations
within a variety of industries including retail, distribution,
insurance, hospitality, construction, computer software and
agriculture. Recent assignments include Interim CEO of Sullivan
Kelly Associates and senior positions at Barneys New York,
Mossimo, Inc., Calcomp/A Lockheed Martin Company, Progressive
Dairies, Inc. and GENISCO.

"Tom Paccioretti brings to this position an extensive background
in corporate turnarounds and retail management, and we look
forward to the benefits of his expertise as Strouds moves forward
in the next critical phase of its voluntary restructuring under
Chapter 11," said Bill Stroud, chairman and founder of Strouds.

Strouds, Inc., the Linen Experts(R), is a specialty retailer of
bed, bath, tabletop and other home textile products. The Company
currently operates 70 stores in five states and also markets its
home products through its Web sites,

SUN HEALTHCARE: Stipulation Allows Insured Claim To Proceed
Sun Healthcare consents to lift the automatic stay to permit the
representative of James Steinhauer 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 James Steinhauer's allegedly sustained injuries at
Retirement Care Associates, Inc. d/b/a Orlando Health Care Center.
Ronald  Steinhauer, as next friend and legal guardian of James
Steinhauer filed suit against Sun in the Circuit Court of the
Ninth Judicial Circuit in and for Orange County, Florida (Case No.
C1000-5257 Div 33).

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

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)

TEARDROP GOLF: Bids for Assets to Begin at $18.6 Million
TearDrop(R) Golf Company (NASDAQ SC Symbol:TDRP) said that a
hearing was scheduled on January 10 at 12:30 p.m. in the United
States District Court for the District of Delaware in Wilmington,
Delaware to approve the sale of substantially all of TearDrop's
assets. A bid of $18 million has been entered by Gen-X Sport, Inc.
The opening bid for interested bidders will begin at $18.6

Competitive bidders are invited to submit competing bid proposals,
provided the terms of the offer are higher or more favorable to
TearDrop and exceed the minimum bid requirement as approved by the

Information may be obtained by contacting Charles Vihon, Esq.,
Arnstein & Lehr, 120 South Riverside Plaza, Chicago, IL 60606,
Telephone 312-876-7100, Facsimile 312-876-0288.

Those interested in participating in the bidding procedure must
made their interest known no later than 5:00 p.m. Central Standard
Time, January 15, 2001. All competing bids shall be submitted in
writing and filed with the bankruptcy court, and served upon
TearDrop, Congress Financial Corporation and counsel for the
Creditors' Committee, no later than 5:00 p.m. Eastern
Standard Time on January 17, 2001. Service lists can be obtained
upon request.

               About TearDrop Golf Company

The TearDrop(R) Golf Company (  
leading manufacturer of premium putters using ROLL-FACE(TM)
Technology. TearDrop's wholly owned subsidiaries, Tommy Armour(R)
Golf ( RAM(R) Golf  
(,are two of the world's finest  
manufacturers of golf clubs and accessories.

TWA: Fitch Says Filing May Impact Aircraft Lease Securitizations
The TWA bankruptcy filing is one part of American Airlines' plan
to acquire the airline, and may lead to a renegotiation of certain
TWA aircraft leases.

TWA is an obligor in seven different aircraft operating lease pool
securitizations rated by Fitch. As a percentage of initial
appraised value, the aircraft leased by the airline place TWA
among the top five obligors in the first four of the seven
transactions listed. The aircraft in all transactions consist of
recently manufactured, stage III noise compliant, Boeing or
McDonnell Douglas commercial jet aircraft. Ranked by percentage of
initial appraised value, the exposures to TWA leased aircraft in
each of these seven securitizations are set forth below:

-- 1. Pegasus Aviation Lease Securitization, series 1999-1 (top
      obligor in the pool and 16% of initial appraised value)

-- 2. Pegasus Aviation Lease Securitization II, series 2000-1
      (10.7% of initial appraised value)

-- 3. Embarcadero Aircraft Securitization Trust, series 2000-1
      (9.7% of initial appraised value)

-- 4. Morgan Stanley Aircraft Finance (5.3% of initial appraised

-- 5. AerCo Limited (3.3% of initial appraised value)

-- 6. Aviation Capital Group Trust, series 2000-1 (2.1% of
      initial appraised value)

-- 7. Airplanes Pass Through Trust (50 basis points of initial
      appraised value)

Fitch is concerned that the rejection of certain TWA leases or the
renegotiation of terms on certain TWA leases by American Airlines
may adversely affect the cashflows available to the noteholders in
the above mentioned securitizations.

As a part of the cashflow stress scenarios run during the rating
process, Fitch applies a level of lease payment reductions to
address situations such as this.

Fitch is currently monitoring the developments concerning this
proposed acquisition, however, the actual impact of any potential
lease renegotiations may not be known for several months.

USA BIOMASS: Delisted from Nasdaq Smallcap Market
Bell Gargens, Calif.-based USA Biomass Corp, a waste management
firm which filed for bankruptcy protection on December 8, 2000 has
been delisted from the Nasdaq Smallcap Market, Reuters reports.
Last year, Nasdaq said that the company was not able to meet the
required income and market capitalization.

VENCOR: Proposes 16th Amendment to DIP Credit Agreement
Vencor seeks the Court's approval of the extension and sixteenth
amendment of the DIP Credit Agreement dated September 13, 2000
which provides that:

  (1) The Stated Maturity Date of the Loans under the DIP Credit
      Agreement is extended from January 31, 2001 to March 31,

  (2) The time period within which the Debtors would be obliged to
      file with the Court a joint plan of reorganization and
      disclosure statement and an appropriate motion requesting     
      the confirmation and consummation of the Plan, all in form
      and substance satisfactory to the Required Lenders, is
      extended to March 31, 2001;

  (3) The definition of "Borrowing Base" is amended to add  
      borrowing Base levels for February 2001 and March 2001 of
      $47,793,095 (the level of the Tranche A Commitments on or
      about January 2, 2001, taking account of Commitment
      reductions to date primarily in connection with Asset

  (4) Section 2.05(a) of the DIP Credit Agreement is amended to
      extend the deadline for issuances of letters of credit to
      January 31, 2001;

  (5) Section 5.01(b) of the DIP Credit Agreement is amended to
      provide deadlines for the delivery by Vencor of financial
      statements and related information for January, February and
      March 2001;

  (6) The Cash Plan Supplement for February 2001 and March 2001 s

  (7) The financial covenants set forth in Sections 6.01, 6.03 and
      6.06 of the DIP Credit Agreement (which deal with      
      Consolidated EBITDAR, Hospital Daily Census and Consolidated
      Capital Expenditures) are amended to provide test figures
      for February 2001 and March 2001;

  (8) The Debtors will pay to the DIP Agent an amendment fee in
      the aggregate amount of $100,000; and

  (9) A new clause is added to Section 7.02 of the DIP Credit

          -- "Liens created in favor of PNC Bank, N.A., pursuant
             to the deposit Account Control Agreement by and among
             Vencor, PNC Bank, N.A., and the Collateral Agent."

The Debtors submit that the Sixteenth Amendment has been
negotiated at arms' length and in good faith. The Debtors believe
that the Sixteenth Amendment and the proposed Amendment Fee are in
the best interests of the Debtors and their estates and should be
approved by the Court. (Vencor Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

VLASIC FOODS: May Sell Pickle Business to H.J. Heinz Co.
H.J. Heinz Co. is negotiating to buy Vlasic Foods International's
pickle business, days before Vlasic's creditors are expected to
force the company to file for bankruptcy protection. Vlasic is
expected to fetch about $250 million and Heinz is one of several
suitors speaking to Vlasic about its pickle line. A deal could be
announced by the end of the month.

Vlasic - burdened by a $500 million debt load - is facing
insolvency by the end of the month after missing a $10 million
debt payment on Dec. 28, 2000, and receiving a grace period until
Jan. 30. Besides its condiment business, Vlasic also markets the
Swanson frozen food brand and has an international line.

At least one analyst says Vlasic would not be a good investment
for Heinz. "I could probably think of better uses of that money,"
said Jaine Mehring, an analyst at Salomon Smith Barney Inc. "The
pickle business is one more thing where they are going to have to
prove something, and they have enough of those brands."(ABI 11-

WASTE SYSTEMS: Files for Chapter 11 Reorganization
Waste Systems International, Inc. (NASDAQ: WSII) and each of its
30 subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U. S. Bankruptcy Code. WSI will continue to
operate its business while it seeks to reorganize under Chapter
11. The petitions were filed in U. S. Bankruptcy Court in
Wilmington, Delaware on January 11, 2001.  Following a review by
its Board of Directors of the available alternatives, the Company
determined that a Chapter 11 reorganization is in the best long-
term interests of the Company and its stakeholders.

"We expect that Chapter 11 will provide the Company with the
opportunity to address its financial and capital structure
challenges in an orderly and comprehensive fashion," said John
Boyer, the Company's President and Chief Executive Officer. "The
Company has arranged debtor in possession financing that we expect
will provide the Company with sufficient funding to meet the
expenses of running our business during the Chapter 11
proceedings. We need to deleverage the Company, and believe that
Chapter 11 is the appropriate venue to seek to do that. We look
forward to emerging from Chapter 11 as a stronger, more focused
player in the waste management industry."

Under Chapter 11, a company is protected from its creditors while
it continues to operate its business and to negotiate a repayment
plan. Waste Systems International is a fully integrated non-
hazardous solid waste management company that provides solid waste
collection, recycling, transfer and disposal services to
commercial, industrial, residential and municipal customers within
certain regional markets in Vermont, New Hampshire, Massachusetts,
New York, Pennsylvania, and the Baltimore/Washington, D.C. area.

WASTE SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
Debtor: Waste Systems International, Inc.
        420 Bedford Street, Suite 300
        Lexington, MA 02420

Debtor Affiliates: WSI Medical Waste Systems, Inc.
                   WSI New York Holdings, Inc.
                   WSI of New York,Inc.
                   WSI Camden Transfer Station, Inc.
                   Palmer Resource Recovery Corporation
                   WSI Vermont Holdings, Inc.
                   WSI Moretown Landfill, Inc.
                   WSI of Vermont,Inc.
                   WSI Burlington Transfer Station,Inc.
                   WSI St. Johnsbury Transfer Station, Inc.
                   WSI Waitsfield Transfer Station, Inc.
                   WSI Massachusetts Holdings, Inc.
                   Waste Systems International
                   of Massachusetts Hauling,Inc.
                   Waste Systems International
                   of South Hadley, Inc.
                   Waste Systems International Oxford
                   Transfer Station,Inc.
                   Waste Systems International Massachusetts
                   Recycling, Inc.
                   Waste Systems International Lynn Transfer
                   Station, Inc.
                   Spartan Consolidated, Inc.
                   Sterling Packaging, Inc.
                   WSI Pennsylvania Holdings, Inc.
                   WSI Sandy Run Landfill, Inc.
                   WSI Altoona Hauling, Inc.
                   Mostoller Landfill, Inc.
                   WSI Somerset Hauling, Inc.
                   Community Refuse Service, Inc.
                   WSI Harrisburg Hauling, Inc.
                   WSI Mifflin County Landfill, Inc.
                   WSI Maryland Holdings, Inc.
                   Eastern Trans-Waste of Maryland, Inc.
                   WSI Maryland Mauling, Inc.

Type of Business: Solid waste collection, recycling, transfer
                  and disposal services to commercial, industrial,
                  residential and municipal customers.

Chapter 11 Petition Date: January 11, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-00099

Debtor's Counsel: Scott D. Cousins, Esq.
                  Greenberg Traurig, LLP
                  222 Delaware Ave.
                  15th Floor
                  Wilmington, DE 19801
                  (302) 655-4880

                  Daniel C. Cohn, Esq.
                  Cohn & Kelakos LLP
                  101 Arch Street
                  Boston, Massachusetts 02110
                  Telephone: 617-951-2505
                  Telecopier: 617-951-0679

Debtors' Financial Advisor: Peter S. Kaufman  
                            Gordian Group
                            500 Park Ave.
                            New York, NY 10022

Total Assets: $202,415,070

Total Debts: $167,004,357

List of Debtor's 20 Largest Unsecured Creditors:

Creditor                 Nature of Claim          Claim Amount
--------                 ---------------          ------------
Goldman, Sachs & Co.     Noteholder - 11.5%        $32,500,000
Contact: Patricia Baldwin
1 New York Plaza,
45th Floor
New York, NY 10004
Tel: 212-902-8244
Fax: 212-902-1431

Bank of New York         Noteholder - 11.5%        $25,185,000
Contact: Cecile Lamarco
925 Patterson Plank Road
Secaucus, NJ 07094
Tel: 201-319-3066
Fax: 201-319-3073

Morgan Stanley & Co.     Noteholder - 11.5%        $15,000,000
Contact: Launa McAfee
One Pierrepoint Plaza
7th Floor
Brooklyn, NY 11201
Tel: 718-754-5266
Fax: 718-754-4291

Credit Suisse Asset      Noteholder - 11.5%         $4,400,000
Contact: Rich Lindquist
466 Lexington Avenue
New York, NY 10017
Tel: 212-875-3500
Fax: 646-658-0728

Citibank, N.A.           Noteholder - 11.5%         $2,450,000
Contact: Marta Hoosain
3800 Citicorp Center
Tampa, FL 33610-9122
Tel: 813-604-1190
Fax: 813-604-1155

ING Barings, LLC         Noteholder - 11.5%         $2,000,000
Corp. Actions
Contact: Peter Russomondo
350 Park Avenue
2nd Floor
New York, NY 10022
Tel: 212-409-0204
Fax: 212-409-0296

Waste Management, Inc.   Disposal Vendor            $1,940,000
Contact: Lee Solheid
4 Liberty Lane West
Hampton, NH 03842
Tel: 603-929-3000
Fax: 603-929-3139

Boston Safe Deposit      Noteholder - 11.5%         $1,265,000
and Trust Company
Contact: Constance Holloway
c/o Mellon Bank, NA
Center, Global Corp.
Action Unit
Room 153-3015
Pittsburgh, PA 15259
Tel: 412-234-2929
Fax: 412-234-7244

State Street Bank &       Noteholder - 11.5%        $1,095,000
Trust Company
Contact: Joseph J. Callahan
1776 Heritage Drive
North Quincy, MA 02171
Tel: 617-985-6453
Fax: 617-537-5004

FUND-Phila. Main           Noteholder - 11.5%         $905,000
Contact: Marge Rozelle
123 South Road Street
Philadelphia, PA 19106
Tel: 215-670-4622

National Earth             Contractor                 $754,000
Products, Inc.
Contact: Charles Gearhardt
245 Butler Avenue
Lancaster, PA 17601
Tel: 717-390-9892
Fax: 717-390-9896

Investors Fiduciary       Noteholder - 11.5%          $750,000
Trust Company/SSB
Contact: Joseph J. Callahan
1776 Heritage Drive
Global Corporate
Action, Unit JAB SNW
No. Quincy, MA 02171
Tel: 617-985-6453
Fax: 617-537-5004

Firstar Bank, N.A.        Noteholder - 11.5%          $550,000
Contact: Carolyn Holt
425 Walnut Street
Location CN-WM-06CT
Cincinnati, OH 45201
Tel: 513-623-4450
Fax: 513-287-8372

Terry Hastings           Lawsuit Settlement           $550,000
337 Pakachoag Street
Auburn, MA 01501
Tel: 508-873-4188
Fax: 508-791-1201

John Hastings
25 Wayside Road
Westborough, MA 01581
Tel: 617-538-4219
Fax: 508-791-1201

Bankers Trust                Noteholder - 11.5%       $525,000    
Contact: John Lasher
C/o BT Services
Tennessee, Inc.
648 Grassmere  Park
Nashville, TN 37211
Tel: 615-835-3410
Fax: 615-835-3409

Investors Bank &             Noteholder - 11.5%       $500,000
Trust Company
Contact: Joanne Lowe
200 Clarendon St.
15th Floor
Hancock Tower
Boston, MA 02116
Tel: 617-330-6562
Fax: 617-330-6549

Swiss American              Noteholder - 11.5%        $450,000
Securities, Inc.
Contact: Glenn Pizer
100 Wall Street
New York, NY 10005
Tel: 212-612-8749
Fax: 212-612-8741

Valley Quarries, Inc.       Contractor                $376,594
Contact: Ron Diehl
P.O. Box J.
Chambergsburg, PA
Tel: 717-267-2244
Fax: 717-267-2521

Chase Manhattan Bank        Noteholder - 11.5%        $375,000
Orma-Trim, Supervisor
4 New York Plaza,
13th Floor
New York, NY 10004
Tel: 212-623-6174
Fax: 212-623-4821

CE Remediation, Inc.        Contractor                $365,544
Contact: Sam Crouse
400 Penn Center Blvd.,
Suite 600
Pittsburgh, PA 15235
Tel: 412-823-5200
Fax: 412-823-9234

WHEELING-PITTSBURGH: Noteholders' Tap Hahn Loeser as Local Counsel
Official Noteholders' Committee appointed in Wheeling-Pittsburgh's
chapter 11 cases presents Judge Bodoh with an application for his
approval of the Committee's employment of the firm of Hahn Loeser
& Parks LLP as local counsel for the Committee, nunc pro tunc to
the Petition Date.

The following legal services will be provided by Hahn Loeser to
the Noteholders' Committee:

   (a) Advise the Noteholders' Committee concerning its rights,
       powers and duties under the Bankruptcy Code;

   (b) Advise the Noteholders' Committee concerning the
       administration of these Chapter 11 cases;

   (c) Advise the Noteholders' Committee concerning any efforts by
       the Debtors or other parties to collect and to recover
       property for the benefit of the Debtors' estates;

   (d) Counsel the Noteholders' Committee in connection with the
       formulation and negotiation and confirmation of a plan of
       reorganization and the documents related thereto;

   (e) Review the nature, validity and priority of liens asserted
       against the property of the Debtors and advise the
       Noteholders' Committee concerning the enforceability of
       such liens;

   (f) Review the nature, validity and priority of liens asserted
       against the property of the Debtors and advise the
       Noteholders' Committee concerning the enforceability of
       such liens;

   (g) Prepare on behalf of the Noteholders' Committee all
       necessary and appropriate applications, motions, notices,
       draft orders and other pleadings, and review all financial
       and other reports filed in these Chapter 11 cases;

   (h) Advise the Noteholders' Committee concerning, and prepare
       responses to, applications, motions, pleadings, notices and
       other pleadings and papers that may be filed in these
       Chapter 11 cases;

   (i) Advise and assist the Noteholders' Committee in connection
       with any potential disposition of property of the Debtors'

   (j) Advise the Noteholders' Committee concerning proposed
       executory contract and unexpired lease assumptions,
       assignments and rejections;

   (k) Assist the Noteholders' Committee in claims analysis and
       resolution matters;

   (l) Commence and conduct any and all litigation necessary or
       appropriate to assert rights on behalf of the Noteholders'
       Committee, or otherwise further the goals of the
       Noteholders' Committee in these Chapter 11 cases; and

   (m) Perform all other legal services for and on behalf of the
       Noteholders' Committee that may be necessary or appropriate
       to assist the Noteholders' Committee in satisfying its
       duties under section 1103 of the Bankruptcy Code

Lee D. Powar, Esq., a partner in Hahn Loeser, avers that his firm
is disinterested within the meaning of the Bankruptcy Code and
neither represents nor holds any interest adverse to the
Committee, the Debtors or these estates on the matters for which
approval of employment is sought. However, Mr. Powar discloses
that the firm currently represents The CIT Group/Business Credit,
Inc. and Foothill Capital Corporation, post-petition lenders to
the Debtors, and The Chase Manhattan Bank, a prepetition lender to
the Debtors, in matters unrelated to these Chapter 11 cases. These
entities have provided the firm with written waivers concerning
the firm's representation of creditors, including the Noteholders'
Committee, in these Chapter 11 cases. The firm has also fully
disclosed its representation of CIT, Foothill and Chase to the
Noteholders' Committee and has informed the Noteholders' Committee
it would not commence on behalf of the Noteholders' Committee any
adversary proceeding in which any of them is an adverse party.

Mr. Powar further discloses that the firm represents
PricewaterhouseCoopers LLP, one of the financial advisors to the
Debtors, in a litigation matter, and in connection with alleged
malpractice claims. The firm has worked with the Debtors' claims
and noticing agent, Poorman-Douglas Corporation, in a Chapter 11
case in Pennsylvania, and with Stroock, Stroock & Lavan in a
Chapter 11 proceeding in the Southern District of New York. The
firm also provides a variety of services to American Electric
Power, a creditor of the Debtors, and to BP Energy Company,
another of the Debtors' creditors. The firm has previously
performed legal services for Bank One Investment Management Group,
an affiliate of Bank One NA. In each instance, these
representations and relationships were not adverse to the estate
on the matters for which employment is sought.

The current hourly rates charged by those Hahn Loeser
professionals and paraprofessionals who are anticipated to render
a majority of the services to the Noteholders' Committee and their
hourly rates are as follows:

      Partners:   Lee D. Powar           $ 395
                  Lawrence E. Oscar      $ 290
                  Jean R. Robertson      $ 210

      Associates: Jeffrey M. Levinson    $ 210
                  Michael B. Shuster     $ 175
                  Julie L. Kaplan        $ 150

      Paralegals: Colleen M. Beitel      $ 130
                  Joy H. King            $ 120
                  Cheryl A. Sweeney       $ 65

The anticipated range of hourly rates for attorneys and
paraprofessionals at Hahn Loeser commencing January 1, 2001, is
$230 to $415 for partners; $220 to $245 for of counsel; $135 to
$210 for associates; and $80 to $135 for paraprofessionals. These
rates are subject to change. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

WORLD CHAMPIONSHIP: Fusient Buys Money-Losing Wrestling Business
Fusient Media Ventures, an integrated media company that invests
in high-potential, branded media properties, has entered into an
agreement with Turner Broadcasting System, Inc. (TBS, Inc) to
acquire the business of World Championship Wrestling (WCW), an
industry leader in live action-based entertainment. Following the
acquisition, TBS, Inc. will retain a minority interest in the WCW
business and long-term programming rights.

The proposed acquisition marks the return of Classic Sports
Network founders Brian Bedol and Stephen Greenberg to the cable
arena and the return of former WCW president Eric Bischoff to the
world of professional wrestling. Celebrated for successfully
building an entrepreneurial-based cable network, which they later
sold to ESPN, Bedol and Greenberg went on to found Fusient Media
Ventures. Fusient will take over all day-to-day operations of WCW,
with Bedol as the new CEO. Bischoff, who helped build the WCW
franchise into a ratings powerhouse during the mid-90s, will
assume the role of president.

The partnership of Bedol, Greenberg and Bischoff brings together
more than 50 years of combined experience in the entertainment,
television and sports industries.

"We're going to reestablish the WCW as the champion of
professional wrestling entertainment," said Brian Bedol, chief
executive officer of WCW Incorporated. "There is huge untapped
potential for the franchise and with Eric Bischoff on board we
will crank everything up to make the WCW franchise even bigger,
better, stronger and more entertaining than anything wrestling
fans have ever experienced before."

"We are pleased to have reached an agreement with Fusient Media
Ventures that truly represents a win for all parties," said
Bradley J. Siegel, president of general entertainment networks,
TBS, Inc. "The Fusient management team's experience in
programming, production and marketing at Classic Sports Network
lends itself perfectly to the WCW business. Their entrepreneurial
business-building expertise, combined with the powerhouse brands
and distribution that TBS Superstation and TNT provide, will be a
winning combination."

The broad-based WCW franchise includes WCW Monday Nitro Live
(TNT), one of the most popular programs on cable television; WCW
Thunder (TBS Superstation), one of the network's most watched
programs; WCW Worldwide, seen in syndication in 94% of the
country; and 12 monthly pay-per-view specials that consistently
are among the industry's top sellers.

"Wrestling fans can rest assured that we will give the WCW the
adrenaline shot it needs to once again become the most exciting
brand of wrestling in the world," said Eric Bischoff.

Bischoff began his career with the WCW in the early 1990s as an
on-air announcer and rose through the ranks to become president of
the company. Under his leadership, WCW became the top-rated
wrestling franchise on television, an accomplishment that lasted
for 96 weeks.

           About World Championship Wrestling

World Championship Wrestling (WCW), a division of Turner
Broadcasting System, Inc., is an industry leader in creating live
action-based entertainment for millions of enthusiastic fans each

            About Fusient Media Ventures

Fusient Media Ventures is focused on identifying, funding,
developing and distributing next generation content and converged
media brands. The company is headquartered in New York, with
offices in Los Angeles.

ZENITH ELECTRONICS: TMA Honors Successful Turnaround Team
When Zenith Electronics Corporation, America's last fully
integrated TV manufacturer, faced $500 million of debt and an
operating loss of almost $300 million late in 1997, it called on a
team of well-known restructuring practitioners. Their plan
resulted in Zenith's trimming its operating loss to $5.1 million
in 1999 while maintaining a revenue level of about $1billion, and
Zenith's successful emergence from Chapter 11 on Nov. 5, 1999.

The new Zenith is a consumer electronics leader focusing on brand,
distribution and technology and well positioned to participate in
the TV industry's transition to digital TV and HDTV by sourcing
product from companies such as its parent, LG Electronics.

This Chicago-based team will be honored with the Chicago/Midwest
Chapter of Turnaround Management Association (TMA) "Most Effective
Restructure of a Company within a Chapter 11 Reorganization" Award
at a breakfast forum Friday, Jan. 12 at 7:45 a.m. at the Mid-Day
Club in Bank One Plaza, 10 South Dearborn, 56th Floor, Chicago.
Panelists from the team will speak at 8:15 a.m. on how they
overcome the legal challenges and opposition in carrying
out a prepackaged plan that called for eliminating all of its
publicly held common stock. The speakers include:

-- Duncan Bourne, senior associate, and James A. Mesterharm,
   principal, at Jay Alix & Associates, a turnaround management

-- Matthew N. Kleiman, Partner, at Kirkland & Ellis, a legal firm

-- Thomas Halsch, vice president/senior transactor, from Citibank
   Structured Products Group

Other members of the turnaround team include Bob Dangremond and
Jan Ciancanelli from Jay Alix & Associates and Jamie Sprayregen
from Kirkland & Ellis.

The Chicago/Midwest Chapter, with nearly 400 members, is one of
the largest TMA chapters. The Turnaround Management Association
(,headquartered in Chicago, is the only
international nonprofit association dedicated to the development
of a stronger economy through corporate renewal. TMA has 32
chapters worldwide, with a membership of 4,100, who include
financial advisors, turnaround managers, lenders, attorneys, and
judicial and government personnel who participate in corporate
financial turnarounds and restructuring.

* Bond pricing for the week of January 16, 2001
Following are indicated prices for selected issues:

AMC Ent 9 1/2 '09                66 - 69
Amresco 9 7/8 '05                54 - 56
Asia Pulp & Paper 11 3/4 '05     36 - 38
Chiquita 9 5/8 '04               48 - 50
Conseco 9 '06                    82 - 84
Federal Mogul 7 1/2 '04          29 - 31
Globalstar 11 3/8 '04            10 - 12
Oakwood Homes 7 7/8 '04          35 - 38
Owens Corning 7 1/2 '05          26 - 28(f)
PSI Net 11 '09                   33 - 36
Pacific G & E 6 1/4 '04          84 - 86
Revlon 8 5/8 '08                 48 - 51
Saks 7 '04                       77 - 79
Sterling Chemical 11 3/4 '06     50 - 52
Teligent 11 1/2 '07              16 - 18
Tenneco 11 5/8 '09               56 - 58
TWA 12 '02                       77 - 80(f)


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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles available
from -- go to
-- 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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 301/951-6400.

                     *** End of Transmission ***