TCR_Public/010117.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 17, 2001, Vol. 5, No. 12

                           Headlines

ARMSTRONG HOLDINGS: Hires Church & Houff as Asbestos Counsel
CHESTER STREET: UK Insurer Fails Under Weight of Asbestos Claims
CONTIFINANCIAL CORP: Order Entered Confirming Third Amended Plan
CROWE ROPE: Lawyer Says Chapter 11 Won't Pass "Bootstrap" Test
EMPIRE OF CAROLINA: Receives Final Notice of AMEX Delisting

GORGES HOLDING: Committee Taps J.H. Cohn LLP as Financial Advisors
HARNISCHFEGER: Beloit and Fort James Resolve Administrative Claims
HOME HEALTH: Looks for Extension of Exclusive Period to March 30
ICG COMMUNICATIONS: Walking Away from Excess Office Space Leases
ICG COMMMUNICATIONS: U.S. Trustee Balks at Gleacher's Retention

INTEGRATED HEALTH: Hires Joseph Bondi from Alvarez as New CEO
JCC HOLDING: Harrah's Approves Reorganization Plan Participation
LENOX HEALTHCARE: Second Amended Plan Declared Effective Dec. 27
LOEWEN GROUP: Sells Missouri Funeral Home to Newman for $140,000
LTV CORPORATION: Moves to Continue Use of Cash Management System

LERNOUT & HAUSPIE: Continuing Patent Litigation with Nice Systems
LONDON FOG: Disclosure Statement Hearing Set for February 2
OWENS-CORNING: Asks for Exclusivity Extension to August 2
PILLOWTEX: Committee Selects Houlihan Lokey as Financial Advisor
PILLOWTEX: Asks Court For Authority to Reject Aircraft Lease

RBX CORP: Gavin Anderson On Board as Public Relations Consultant
RBX CORP: Pachulski's Employment as Debtors' Counsel Approved
SAFETY-KLEEN: Toyota Wants Immediate Decision on Equipment Leases
SERVICE MERCHANDISE: Agrees with Committee to Conduct Joint Review
SMART WORLD: 12 Reasons in Support of Substantive Consolidation

SUN HEALTHCARE: Agrees to Allow Insured Claimant to File Suit
SUNSHINE LASER: $2,795 LASIX Procedure Provider Goes Bust
THERMOVIEW INDUSTRIES: Calls Morris Anderson for Turnaround Help
USG CORP: S&P Expresses Concern in Wake of Asbestos Charges
VENCOR: Asks Court to Knock-Out 393 Claims in Plan Voting Process

WHEELING-PITTSBURGH: Employing Workers' Compensation Professionals

* Meetings, Conferences and Seminars

                           *********

ARMSTRONG HOLDINGS: Hires Church & Houff as Asbestos Counsel
------------------------------------------------------------
Armstrong Holdings, Inc. filed an application to employ Edward H.
Houff, Esq., and the law firm of Church & Houff in Baltimore,
Maryland, to handle certain asbestos-related litigation and to
provide services related to products liability litigation
principally involving personal injury, wrongful death, and
property damage claims related to asbestos.

The personal injury cases frequently involve allegations of bases
for punitive damages, alleged personal injury claims resulting
from asbestos-containing resilient floor covering and gaskets, and
cases involving the Debtors' alleged liability for asbestos-
containing products relabeled, installed, or sold by ACandS, Inc.,
since 1958. The Debtors also intend to seek advice from Church &
Houff concerning the evaluation and defense of product liability
cases, case management, discovery issues, future claims, and
medical and scientific issues relating to asbestos personal injury
issues, as well as day-to-day legal advice, management, and
supervisory training and on-site counseling with respect to legal
issues in other areas of product liability, as the Debtors may
from time to time request.

Mr. Houff, a partner of the firm, avers that the firm does not
hold or represent any interest adverse to the Debtors or these
estates in the matters for which approval of employment is sought.
However, the firm represents or continues to represent such
parties in interest in these estates as Dupont Company, Union
Carbide Corporation, Zurich Insurance Company, National Union Fire
Insurance Company, Hercules Inc., ExxonMobil Chemical Company, and
members of the Center for Claims Resolution (of which the Debtors
were a member prior to the Petition Date). The firm will continue
to represent other members of the Center, but will erect the
appropriate ethical barriers inside the firm. Church & Houff has
not, and does not, represent any of these parties in any matters
adverse to or connected with these Chapter 11 proceedings.

Within one year prior to the Petition Date, the Debtors paid
Church & Houff the sum of $1,050,000 for services rendered and
expenses incurred. The firm will be applying for court-approved
compensation and reimbursement of expenses in these cases only in
those months where the fees accrued and expenses incurred exceed
$25,000 in the aggregate.

Mr. Houff is the attorney expected to perform services in this
case, and his hourly rate is $250. Other attorneys and paralegals
may work for these clients from time to time. (Armstrong
Bankruptcy Newa, Issue No. 3, Bankruptcy Creditors' Service Inc,
609/392-0900)


CHESTER STREET: Insurer Collapses Under Weight of Asbestos Claims
-----------------------------------------------------------------
U.K. insurance company Chester Street Insurance, formerly known as
Iron Trades Holdings, collapsed under the weight of mounting
asbestosis claims.  PricewaterhouseCoopers serves as the
provisional liquidator to oversee the restructuring of Chester
Street's estimated 200 million pounds of assets and estimated
liabilities exceeding that amount.

PwC partner Colin Bird tells Jean Eaglesham and Jane Croft at the
Financial Times that he would like to avoid liquidating the
insurer, because "if it goes bust . . . people don't get paid for
years." PwC is crafting a scheme under which Chester Street will
pay part of any claim.  In some cases, this would be topped up by
Policyholders Protection Board, Mesdames Eaglesham and Croft
explain; in others, the employer may foot the bill. If creditors
vote in favor of the scheme on February 5 and it gets court
approval, Chester Street should be out of provisional liquidation
by the end of next month. "We are very hopeful [it will go
through] - it would be catastrophic if not," Mr. Bird said.

Corus, which includes former British Steel, Swan Hunter and other
Tyneside shipbuilders, are among 2,000 employers who bought
insurance from Iron Trades, the Financial Times relates.


CONTIFINANCIAL CORP: Order Entered Confirming Third Amended Plan
----------------------------------------------------------------
On December 19, 2000, the US Bankruptcy Court, Southern District
of New York issued an order confirming the Third Amended Joint
Plan of Reorganization of ContiFinancial Corporation and
affiliates under Chapter 11 of the Bankruptcy Code. Counsel for
the debtors are Dewey Ballantine LLP and Togut, Segal & Segal LLP.


CROWE ROPE: Lawyer Says Chapter 11 Won't Pass "Bootstrap" Test
--------------------------------------------------------------
Crowe Rope Industries, the nation's third-largest rope maker,
makes bulk and specialty rope and cordage sold in all 50 states
and in 15 foreign countries. The company is headquartered Winslow,
Maine, and employs 200-some people.

Deep in debt and fighting its way through Chapter 11 bankruptcy
protection, a city attorney tells Doug Harlow, writing for the
Central Maine Business Journal, Crowe is likely to find itself
unable to pass the "bootstrap" test for financial survival. "It is
the unusual bankruptcy case that ends in a 'bootstrap'
reorganization without outside money," said lawyer Jack Manheimer,
of Portland. "And the price for outside money is a transfer of
equity." Simply put, Manheimer says, a transfer of equity means
Crowe Rope may continue to operate in name, but the company might
need to be sold to settle its debt. "That's my expectation,"
Manheimer said. "Crowe Rope will be owned by a different company
and a different individual." The bankruptcy process probably will
not allow the company to reorganize or to "pull itself up by its
bootstraps" and get back to the business of making rope at its
Winslow and Searsmont manufacturing plants, according to  
Manheimer. "On a balance sheet basis, the property is insolvent,"
he adds.

Company officials in Winslow and in Maryland, and Crowe Rope
lawyer George J. Marcus, Esq., of Portland, Maine, did not return
reporters' telephone calls.

Crowe Rope filed for bankruptcy protection Nov. 6 under Chapter 11
proceedings in U.S. Bankruptcy Court in Bangor. The purpose of the
move, officials said, was to reorganize the company's debt for
financial protection from creditors under federal law.



EMPIRE OF CAROLINA: Receives Final Notice of AMEX Delisting
-----------------------------------------------------------
Empire of Carolina, Inc. (Amex: EMP) advised its shareholders
that, effective January 10, 2001, the American Stock Exchange had
determined that the Company's common stock, Series A preferred
stock and warrants should be removed from listing and registration
on Amex. Amex instituted a trading halt of the Company's
securities on November 17, 2000.

As a result of the delisting, it will likely become more difficult
to buy or sell the Securities or to obtain timely and accurate
quotations to buy or sell the Securities. In addition, the
delisting will likely result in a decline in the trading market
for the Securities, which could potentially depress the
Securities' prices, among other consequences. The Company
currently has no market makers and no assurance can be provided
that trading, in any forum including Amex, OTC-BB or the Pink
Sheets, will ever recommence.

On January 9, 2001, Empire announced that it had received an offer
to purchase three of its non-debtor subsidiaries, Dorson Sports,
Inc., Apple Golf Shoes, Inc. and Apple Sports, Inc., for a
purchase price totaling approximately $8 million, comprised of
payment to the Sellers of approximately $2 million in cash and the
repayment of approximately $6 million in bank loans. As a
condition to the sale, the stock and assets of the subsidiaries
must be free of all liens.


GORGES HOLDING: Committee Taps J.H. Cohn LLP as Financial Advisors
------------------------------------------------------------------
Gorges Holding Corporation and Gorges/Quik-To-Fix Foods, Inc. seek
an order approving the appointment of J. H. Cohn LLP a accountants
and financial advisors to the Committee.

The firm will provide the following services, including, but not
limited to the following:

   * To ascertain the viability of the debtors' operations;

   * To determine debtors' short-term cashflow requirements and
     availability of assets to support DIP loans or use of cash
     collateral;

   * To ascertain debtors' current financial condition;

   * To monitor debtors' operating results and budget;

   * To prepare a liquidation analysis;

   * To investigate avoidance actions;

   * To render other bankruptcy and consulting services, attend
     hearings and/or meetings, and render such assistance as the
     Creditors' Committee and its counsel may deem necessary.

J.H. Cohn's normal billing rates for the accounting and financial
advisory services of the nature to be rendered to the Committee
range from $375/hour for a senior partner to $100 per hour for a
paraprofessional.


HARNISCHFEGER: Beloit and Fort James Resolve Administrative Claims
------------------------------------------------------------------
Following Beloit's rejection of executory contracts with Fort
James Corporation, both parties disputed over the proofs of claim
filed by Fort James in connection with the rejection.

Data and Dispute

Fort James filed:

   * Administrative claim in the amount of $2,485,000 plus       
     interest;
   * Claim No. 7447 in the amount of $4,323,4000 against Beloit;

Beloit scheduled Fort James pre-petition claims of

   * Claim No. s3964 in the amount of $55,004
   * Claim No. s3965 in the amount of $3,302
   * Claim No. s4053 in the amount of $127,000 and
   * Claim No. s4054 in the amount of $497,000

At the initial hearing held on the Request, Ft. James voluntarily
reduced the amount of administrative claim to $2,177,200

Harnischfeger Industries Inc objected to the allowance of
administrative claim and had filed objections to Claim No. 4054 in
the 65th Omnibus Claim Objection and to Claim Nos. s3964, s3965
and s4053 in the 69th Omnibus Claim Objection.

The Agreement and Stipulation

To resolve the issue, the parties agree and stipulate that:

   (1)(a) Fort James shall be allowed an administrative claim
          against Beloit in the total amount of $1,600,000;

      (b) Claim Nos. s3964, s3965, s4053 and s4054, shall be
          disallowed and expunged;

      (c) Claim s7447 shall be reduced to an unsecured prepetition
          claim in the amount of $577,200;

   (2) Beloit shall immediately offset the Allowed Administrative
       Claim against unpaid, undisputed receivable owed to it or a
       any of its affiliates by Ft. James;

   (3) Beloit shall not have to pay to Ft. James any amount on the
       Allowed Administrative Claim (except by way of setoff)   
       unless and until:

      (a) all disputes regarding the outstanding receivables due
          from Ft. James have been resolved,

      (b) all unpaid and undisputed accounts have been setoff
          against the Allowed Administrative Claim; and

      (c) a balance remains outstanding on the Allowed
Administrative Claim.

   (4) Beloit shall retain the right to identify the unpaid,
       undisputed receivables due from Ft. James against which it
       shall offset the Allowed Administrative Claim and shall
       advise Ft. James as to which receivables have been offset.

   (5) In the event that there is a balance remaining due on the    
       receivables from Ft. James after the entire Administrative
       Claim has been offset against the unpaid and undisputed
       receivables, Ft. James shall pay that remaining balance to
       Beloit or to the affiliated entity to which the receivable
       owed. (Harnischfeger Bankruptcy News, Issue No. 36,
       Bankruptcy Creditors' Service Inc, 609/392-0900)


HOME HEALTH: Looks for Extension of Exclusive Period to March 30
----------------------------------------------------------------
Home Health Corporation of America, Inc., et al. seeks a court
order further extending the exclusive period during which the
debtors may file and solicit acceptances of a plan or plans of
reorganization.

A hearing on the motion will be held before the Honorable Mary F.
Walrath, US Bankruptcy Court, Wilmington, Delaware, on January 31,
2001 at 3:00 PM.

The debtors seek an order further extending the period during
which the debtors have the exclusive right to file a plan through
March 30, 2001.

The debtors seek to extend the period during which the debtors
have the exclusive right to solicit acceptances of such plan
through May 29, 2001. This is the debtors' twelfth request for an
extension of their exclusive periods and represents a proposed
extension of each period for 60 additional days.

The debtors believe that cause exists for the extensions in light
of the size and complexity of the debtors' 35 cases and the
progress that they have already made in laying a foundation for
the formulation of a consensual plan of reorganization.

The debtors have presented to their lender group a comprehensive
business plan that will form the basis for a plan of
reorganization.  In addition, the debtors have negotiated a
commitment for, and are in the process of documenting a post-
petition loan with a new lender.

The debtors claim that more time is needed to document the
resolution of certain issues with other parties which the debtors
believe will facilitate a consensual reorganized capital and
corporate structure and flesh out the particulars of
implementation of a plan of reorganization.

The debtors believe that the termination of the exclusive periods
and the threat of multiple plans would lead to an adversarial
situation that could cause a deterioration in the debtors'
businesses and the value of their estates.


ICG COMMUNICATIONS: Walking Away from Excess Office Space Leases
----------------------------------------------------------------
ICG Communications, Inc. and certain of its subsidiaries and
affiliates seek an order rejecting certain unexpired leases of
nonresidential real property, effective as of January 3, 2001.

The debtors seek to reject a total of ten leases. The Creditors'
Committee supports the relief requested. The debtors lease
microwave and office sites. The debtors have determined that these
sites are not necessary to the debtors' ongoing operations, and
that the rent and other expenses due under the leases constitute
an unnecessary drain on the debtors' cash flow. Such rent for the
ten leases aggregates to approximately $66,454. per month. By
rejecting the leases, the debtors can minimize unnecessary
administrative expenses. The leases cover microwave sites
containing a microwave tower that uses microwave transmitter
devices (that facilitate wireless telecommunication activity) and
are located in Oklahoma, California, Texas, Ohio, and Kentucky.


ICG COMMMUNICATIONS: U.S. Trustee Balks at Gleacher's Retention
---------------------------------------------------------------
Through her attorney Frank J. Perch, Esq., Assistant U. S.
Trustee, U.S. Trustee Patricia A. Staiaino objected to ICG
Communications' proposed employment of Gleacher & Co. LLC as
financial advisors to these Chapter 11 estates. The U. S. Trustee
asserts that Gleacher is not a "disinterested" person as required
by the Bankruptcy Code, as Gleacher has acted as an investment
banker for a security of ICG Communications. Notwithstanding the
averments that the Gleacher principals divested themselves of the
significant equity interest in ICG Communications Inc they
acquired in April 2000, the circumstances surrounding that
transaction, together with what the U. S. Trustee characterized as
Gleacher's vague and incomplete disclosures, such as omission of
any date of the divestiture, are suggestive of a material adverse
interest and at a minimum require further investigation before any
employment should be approved.

The U. S. Trustee further objected to pre-approval of success fees
or transaction fees without any opportunity for creditors and
interested parties to review these fees at the end of the case.
The U. S. Trustee also stated that the compensation sought by
Gleacher was excessive. The requested monthly fee of $250,000 far
exceeds the prevailing rate for such services in Chapter 11 cases,
including the fees of internationally known major investment
banking houses in equally large or larger cases pending in this
district. Furthermore, Gleacher, unlike most financial advisors,
provides for no credit of even a part of the monthly billings
against the sales or restructuring fees.

The U. S. Trustee objected to the indemnification and contribution
provisions of the engagement on the grounds that indemnification
is inconsistent with the duties and responsibilities of the
Debtor-in- Possession and of Gleacher, and indemnification is not
in the best interests of the Debtors or these estates. The U. S.
Trustee also objected to any provisions which purported to cap or
limit Gleacher's liability, or which purpose to divest the
jurisdiction of the Bankruptcy Court over any disputes relating to
the engagement.

The U.S. Trustee also objected to the provisions of the engagement
letter which would permit Gleacher to assign the engagement to
another entity without submitting an amended Application and
obtaining the Court's review and approval of the retention of that
entity. (ICG Communications Bankruptcy News, Issue No. 3,
Bankruptcy Creditors' Service Inc, 609/392-0900)


INTEGRATED HEALTH: Hires Joseph Bondi from Alvarez as New CEO
-------------------------------------------------------------
Integrated Health Services, Inc. (OTC Bulletin Board: IHSVQ) named
Joseph A. Bondi of the turnaround consulting firm of Alvarez &
Marsal, Inc., as its new Chief Executive Officer.  Mr. Bondi had
been serving as the Chief Restructuring Officer of the Company
since July 27, 2000 pending approval by the U.S. Bankruptcy Court
for the District of Delaware of an agreement between Robert N.
Elkins and IHS pursuant to which Dr. Elkins would step aside as
CEO of IHS.

Mr. Bondi and Alvarez & Marsal, Inc. have extensive experience in
the field of restructuring and reorganization. Mr. Bondi's prior
experience includes serving as Chairman-Restructuring of
MobilMedia, Inc., Chief Restructuring Officer of Iridium LLC and
Senior Vice President of Republic Health Corporation.

Integrated Health Services is a highly diversified health services
provider, offering a broad spectrum of post-acute medical and
rehabilitative services through its nationwide healthcare network.
IHS's post-acute services include home respiratory services,
subacute care, long-term care and contract rehabilitation
services.


JCC HOLDING: Harrah's Approves Reorganization Plan Participation
----------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET), said today that its
board of directors has approved the company's participation in the
proposed bankruptcy reorganization plan filed by JCC Holding Co.,
owner of the Harrah's New Orleans Casino. Harrah's Entertainment
owns 43 percent of JCC Holding.

JCC Holding announced Friday that other principal creditors and
bank lenders have agreed to the proposed plan. JCC also said
Louisiana Gov. Mike Foster's administration has agreed to a plan
proposal to reduce the minimum annual payment to the state and the
guaranty required for those payments.

JCC Holding said New Orleans Mayor Marc Morial and the City
Council have committed to a $5 million reduction in certain
payments the casino makes to the city.

If JCC Holding's proposed plan is completed, it could put the New
Orleans casino on a stable financial footing. However, the
Louisiana Legislature must approve, among other things, a  
reduction in the minimum payment for the reorganization to
proceed, and others must also approve all facets of the proposed
plan.

JCC Holding's monthly revenues, which have averaged approximately
$19.7 million since opening in October 1999, have been inadequate
to support its current capital structure, minimum payments to the
State of Louisiana and costs associated with the ground lease from
the City of New Orleans. Based on its projections, JCC said, its
plan should enable the restructured company to meet its future
financial obligations.

Under the proposed plan:

     -- About $500 million of debt would be eliminated;
     -- Current equity would be eliminated;
     -- Current JCC Holding bondholders and bank lenders would own
        51 percent of the restructured company;
     -- Harrah's Entertainment would own 49 percent, in exchange
        for debt it would give up;
     -- Harrah's would appoint three members of a new seven-member
        board of directors;
     -- Harrah's would hold about $50 million of the restructured
        company's $125 million of total debt;
     -- The reorganized JCC would obtain a new $35 million
        revolving-credit facility, which may be provided or
        guaranteed by Harrah's;
     -- The management fee JCC would pay Harrah's Entertainment
        would change. The current fee, which is a base fee of 3
        percent of net revenue, would change to an entirely
        incentive-based fee that would be 30 percent of earnings
        before interest, income taxes, depreciation, amortization
        and management fees;
     -- Food and hotel restrictions on Harrah's New Orleans would
        be relaxed, allowing JCC greater flexibility in offering
        food and hotel services;
     -- The minimum payments JCC must make to the State of          
        Louisiana would change to $50 million in the first year
        and $60 million thereafter. The current minimum payment is
        $100 million annually;
     -- Harrah's Entertainment would guarantee JCC's minimum
        annual payment obligations to the State of Louisiana for
        four years. The minimum-payment guarantee provides for
        Harrah's Entertainment to guarantee Louisiana up to $50
        million in the first year, and $60 million each in the     
        subsequent three years;
     -- Costs associated with the City lease would be reduced by
        $5 million annually.

More information about Harrah's Entertainment, the leading
consumer-marketing company in the gaming industry, can be obtained
at http://www.harrahs.com.

Founded more than 60 years ago, Harrah's Entertainment, Inc. is
the most recognized and respected name in the casino-entertainment
industry, operating 21 casinos in the United States under the
Harrah's, Showboat, and Rio brand names. With a combined database
of more than 19 million players, Harrah's Entertainment is focused
on building loyalty and value with its target customers through a
unique combination of great service, excellent products,
unsurpassed distribution, operational excellence and technology
leadership.


LENOX HEALTHCARE: Second Amended Plan Declared Effective Dec. 27
----------------------------------------------------------------
On December 8, 2000 the US Bankruptcy Court, District of Delaware,
entered an order confirming the second amended joint Chapter 11
plan of reorganization of Lenox Healthcare, Inc. and affiliates,
dated October 23, 2000, as modified. On December 27, 2000, all of
the conditions to the Effective Date occurred or were waived in
accordance with the plan. Accordingly, December 27, 2000 is the
Effective Date for the plan.


LOEWEN GROUP: Sells Missouri Funeral Home to Newman for $140,000
----------------------------------------------------------------
As part The Loewen Group, Inc.'s on-going Disposition Program,
Loewen Missouri, Inc. sought and obtained the Court's authority
to:

     (i) sell the funeral home business and related assets at
         Comstock Funeral Home (3202), 1122 Main Street,
         Unionville, MO 63565 to the Purchaser that The Loewen
         Group Inc determines has submitted the highest and best
         offer, free of all liens, claims and encumberances; and

    (ii) assume and assign to the Purchaser the 10 executory
         contracts and unexpired leases, pursuant to section 363
         of the Bankruptcy Code.

Pursuant to an Asset Purchase Agreement, the Initial Bidder
(Newman Funeral Home, Inc.) agrees to buy and the Debtors agree to
sell the property at a purchase price of $140,000 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 $7,000 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.


LTV CORPORATION: Moves to Continue Use of Cash Management System
----------------------------------------------------------------
The LTV Corporation asks the U.S. Bankruptcy Court in Youngstown
for an Order (i) approving the Debtors' continued use of their
current cash management systems, as such systems may be modified
to implement the terms of, or otherwise address the impact of, any
cash collateral order or any other orders of the Court approving
postpetition financing; (ii) approving the continuation of certain
ordinary course intercompany transactions with and transfers to
affiliates of the Debtors; (iii) approving the continued use of
the Debtors (a) existing bank accounts, (b) existing business
forms, and (c) current investment and deposit guidelines; and (iv)
according superpriority status to all postpetition intercompany
claims against the Debtors.

LTV is the direct or indirect parent of each of the other Debtors.
The Debtors, as affiliated entities, have utilized certain
centralized cash management systems in the day-to-day operation of
their businesses for over 20 years. These cash management systems
provide well-established mechanisms for the collection,
concentration, management and disbursement of funds used in the
Debtors' businesses.

LTV and each of Welded Tube Co. of America, LTV Steel, Copperweld
and VP Buildings maintain separate concentration accounts at The
Chase Manhattan Bank in New York, and various other institutions.
Each Business Unit, other than Welded Tube, maintains lockbox
accounts at the financial institutions for collection of most
business receipts. Deposits from the lockbox accounts are swept
into a collection account maintain by LTV Sales Finance Company.
Deposits are then swept into the LTV Master Concentration Account
on a daily basis. Other collection accounts are maintained to
receive miscellaneous wire transfers and other receipts, and these
are swept directly into the applicable Business Unit's
Intermediate Concentration Account on a daily basis. If there is a
surplus in the Business Unit's Intermediate Concentration Account
at the conclusion of any business day, all or substantially all
of the surplus is swept into the LTV Master Concentration Account
at Chase. If a Business Unit's Intermediate Concentration Account
is in a deficit position at the conclusion of any business day, it
is funded as necessary from the LTV Master Concentration Account.
Accordingly, at the end of each business day the Intermediate
Concentration Accounts maintained by each Business Unit generally
have a zero, or close to zero, balance.

For disbursements, the Debtors maintain a variety of disbursement
accounts at numerous financial institutions. Generally, each
Business Unit maintains separate disbursement accounts for checks
written to satisfy payroll and tax obligations, which are funded
from the applicable Business Unit's Intermediate Concentration
Account. Other checks written by the Business Units are (a) drawn
against designated Disbursement Accounts maintained by the
applicable Business Unit and (b) funded directly from the LTV
Master Concentration Account. Wire transfers made by the Business
Units are funded directly from the applicable Business Unit's
Intermediate Concentration Account.

The Debtors requested, and Judge Bodoh granted, authority to
continue the existing cash management system without modification,
pending further modification as necessary to implement the terms
of, other otherwise address the impact of, the cash collateral
order or any other orders of the Court approving postpetition
financing.

To avoid substantial disruption to the normal operation of their
businesses and to preserve a "business as usual" atmosphere, the
Debtors also gained Judge Bodoh's approval to continue to use
their prepetition bank accounts, to continue certain ordinary
course intercompany transactions with and transfers to affiliates
of the Debtors; to continue to use the Debtors existing business
forms and current investment and deposit guidelines, and
superpriority status was accorded to all postpetition intercompany
claims against the Debtors.


LERNOUT & HAUSPIE: Continuing Patent Litigation with Nice Systems
-----------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp.
requested a determination that litigation commenced by the Debtor
Dictaphone prior to these Chapter 11 cases against Nice Systems
Ltd. and Nice Systems Inc. in the United States District Court for
the District of Connecticut for allegedly infringing upon
Dictaphone's U.S. Patent Nos. 5,396,371 and 5,339,203 is not
prohibited from going forward by the automatic stay, and modifying
the stay, to the extent it applies, to allow Nice to defend
against the action and allow for the liquidation of the
counterclaims that Nice has asserted in connection with the
action, provided that the enforcement of any judgment awarded to
Nice remain subject to the automatic stay and distribution in
these Chapter 11 cases.

In late 1993 Dictaphone introduced digital loggers that the
Debtors describe as revolutionizing the communications recording
industry and which rendered the predecessor logger technology,
known as analog technology, obsolete. Dictaphone's logger systems
have particular use for compliance with regulations mandating
recordation and archival of communications, for verification of
transactions, and for protection against liability, and are in
wide use in air traffic control facilities, financial
institutions, police stations, hospitals, customer contact
centers, and penal institutions. Dictaphone procured several
patents directed at its digital logging technology. These patents
are described as encompassing, among other areas, equipment that
is capable of recording multiple channels of information in
digital format.

Dictaphone's patents also encompass various methods for storing
information in a digital logger, for retrieving information from a
logger, and for retrieving information while information is being
recorded. Dictaphone's digital loggers have achieved tremendous
commercial success, and provide millions of dollars of revenue
each year.

Nice manufacturers, markets and services various digital logging
products for use by financial institutions, customer contact
centers, air traffic control sites, and public safety centers.
According to Nice, its products have the capability to record,
store, evaluate and manage voice communications, call data,
desktop screens, and video.

Prior to the Petition Date, on June 19, 2000, Dictaphone commenced
an action alleging patent infringement by Nice. More specifically,
Dictaphone alleges that certain Nice loggers infringe two
Dictaphone patents, entitled "Endless Loop Voice Data Storage and
Retrievable Apparatus and Method Thereof" and "Apparatus and
Method of Retrieving a Message From a Digital Audio Tape".

Nice has filed an answer and counterclaims asserting various
affirmative defenses, including that the asserted patents are
invalid and not infringed, and seeking, among other things, a
finding from the Connecticut Court that the patents are invalid,
that Nice has not infringed, contributed to infringement, or
induced infringement upon the patents, and asking that the action
be declared exceptional and granting Nice its costs and reasonable
attorneys' fees.  The counterclaim does not include a claim for
money damages. Dictaphone has filed an answer to this
counterclaim. Because the Connecticut court has considered the
issue of whether and to what extent the state action is affected
by the automatic bankruptcy stay of creditor action, the Debtors
seek an Order granting the relief described above from the
Bankruptcy Court.


LONDON FOG: Disclosure Statement Hearing Set for February 2
-----------------------------------------------------------
A hearing will be held on February 2, 2001 at 2:00 PM in the US
Bankruptcy Court, Wilmington, DE to consider the adequacy of the
information contained in the Disclosure Statement of London Fog
Industries, Inc. and its affiliated debtors. Objections must be
received by counsel, Sidley & Austin, New York and Young, Conaway,
Stargatt & Taylor, LLP, Delaware, on or before January 29, 2001 at
4:00 P.M.


OWENS-CORNING: Asks for Exclusivity Extension to August 2
---------------------------------------------------------
David S. Kurtz, Esq., and Peter J. Neckles, Esq., at
Skatten, Arps, Slate, Meagher & Flom, tell Judge Walrath that it
will be impossible for Owens Corning to propose a plan of
reorganization within the first 120 days of its chapter 11 cases.
"Although the Debtors have made significant progress in towards
rehabilitation since the Petition Date, the Debtors [need more
time] to develop, negotiate and propose a reorganization plan,"
Owens Corning's bankruptcy lawyers say.

Pursuant to 11 U.S.C. Sec. 1121, the Debtors ask Judge Walrath for
a six-month extension of their exclusive period during which to
file a plan of reorganization through August 2, 2001. The Debtors
seek a concomitant extension of their exclusive period during
which to solicit acceptances of that plan through October 3, 2001.
These extensions, the Debtors make clear, are without prejudice to
the Company's right to seek further extensions.

The Debtors argue that their cases are large and complex. The
Company's businesses, 16,000 employees and $6 billion of assets
are spread throughout virtually each of the United States and in
foreign countries. The size and complexity of the Debtors' cases
and businesses alone justify a six-month extension, Messrs. Kurtz
and Neckles assert.

The Debtors recant the activities that have occurred since the
Petition Date. First Day Motions were prosecuted to keep the
business running as usual, various transactions have been brought
before the Court for approval, the Debtors have filed their
Schedules and Statements, and the Debtors have started sifting
through their unexpired leases and executory contracts. The
Debtors have made progress and this progress should be rewarded by
an extension of the exclusive periods.

Messrs. Kurtz and Neckles paint a picture of disaster for Judge
Walrath in the event their exclusive periods were not extended.
Multiple plans of reorganization would be proposed by every
conceivable constituency, unwarranted confrontations would follow
and administrative costs would soar. This scene is "antithetical
to the purpose of chapter 11."

Maintaining the Debtors' Exclusive Periods will give Owens Corning
a full and fair opportunity to develop a plan to emerge from
Chapter 11 -- and that is in the best interests of Owens Corning's
estates and their creditors.


PILLOWTEX: Committee Selects Houlihan Lokey as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks a court order
authorizing the retention of Houlihan Lokey Howard & Zukin Capital
as financial advisors.

The Committee submits that it will be necessary to employ and
retain a financial advisor to understand, among other things, the
following items:

   * Financing options for the debtors;

   * Potential divestiture, acquisition and merger transactions
     for the debtors;

   * Valuation analyses of the debtors as a going-concern, in
     whole or part;

   * Capital structure issues for the reorganized debtors, debt
     capacity;

   * Financial issues and options concerning potential plans of
     reorganization, and coordinating negotiations with respect
     thereto;

   * The debtors' business plan, including an analysis of the
     debtors' long term capital needs and changing competitive
     environment; and

   * Testimony in court on behalf of the Committee, if necessary.

If approved by the court, Houlihan will be entitled to a monthly
fee equal to $125,000 per month, plus expenses. Houlihan will also
be entitled to a transaction fee, payable in cash, or at the
option of the Committee, in the same form as is received on a
weighted average basis by all unsecured creditors, calculated as
.8% of the Aggregate Consideration received by the debtors'
general unsecured creditors on account of their claims pursuant to
any plan of reorganization.


PILLOWTEX: Asks Court For Authority to Reject Aircraft Lease
------------------------------------------------------------
Pillowtex Corporation requested that Judge Robinson authorize them
to reject an aircraft lease with Fleet National Bank as the
lessor. On or about November 12, 1998, Debtors Pillowtex
Corporation, Beacon manufacturing Company, Fieldcrest Cannon,
Inc., and The Leshner Corporation, jointly and severally as
Lessees, and Fleet as Lessor, entered into an aircraft lease.
Under this lease, the Debtor Lessees obtained a leasehold interest
in a 1986 Gulfstream Aerospace G-1159A aircraft with an airframe
bearing Federal Aviation Authority Registration Mark N531JF, two
Rolls Royce Spey Model MD511-8 aircraft engines and certain
additional specifications. The Basic Term of the Aircraft Lease
began on November 15, 1998, and ends on November 14, 2010. One
renewal term of twelve months is available.

During the Basic Term, the rent owing to Fleet under the lease
includes basic rent and supplemental rent. The amount of the Basic
Rent, which is calculated as a percentage of the Lessor's Cost,
equals $82,213,13 per month until and including October 15, 2004,
and $100,482.75 per month thereafter. The Supplemental Rent is any
other amount that may become due under the aircraft lease,
including interest and late charges if the Basic Rent is not paid
timely, and any amounts potentially payable as Casualty Value if
an Event of Loss occurs. Rent is due and payable on the fifteenth
day of every month.

The Aircraft Lease is a net lease, requiring the Debtor Lessees to
(i) pay all taxes and assessments on the Gulfstream; (ii) maintain
various types of insurance in various amounts; (iii) inspect,
maintain, service, repair, overhaul and test the Gulfstream
according to certain specified standards; and (iv) indemnify and
defend Fleet against, among other things, any and all liabilities
and claims in any way relating to or arising out of the Aircraft
Lease, except in connection with Fleet's gross negligence or
willful misconduct.

The Aircraft Lease provides that, upon rejection of the Aircraft
Lease in the Debtor Lessees' bankruptcy cases, Fleet will be
entitled to the immediate return of the Gulfstream and liquidated
damages calculated in an amount equal to (i) all unpaid rent due
and payable for all rent periods up to and including the next
subsequent basic rent date following rejection; (ii) a casualty
value for the Gulfstream, calculated as a steadily declining
percentage of the Lessor's Cost; and (iii) all costs, charges and
expenses Fleet incurs by reason of the rejection. The Lease,
however, requires Fleet to sell or otherwise dispose of the
Gulfstream in a commercially reasonable manner by public or
private sale, and the proceeds of any such sale or re-lease of the
Gulfstream net of all costs incurred in connection therewith are
applied towards satisfaction of the liquidated damages.

The Lease is secured by a security interest in the Debtors' right,
title and interest in and to: (i) the Aircraft Lease and any
related agreements; (ii) any and all proceeds, including insurance
proceeds, of the Aircraft Lease and any related agreements; (iii)
any and all relevant books and records; and (iv) if the Lease is
construed by a court as an agreement intended as security, the
Gulfstream.

As of the Petition Date, the Debtor Lessees were current on their
obligations under the Aircraft Lease. Other than with respect to
the pro-rated portion of the November rent that was prepetition,
the Debtor Lessees likewise have made all required payments under
the Aircraft Lease since the Petition date.

In the sound exercise of their business judgment, the Debtor
Lessees have determined that rejection of the Aircraft Lease is in
the best interests of their estates and creditors. In the Debtor
Lessees' view, maintaining a full-time leasehold interest in an
aircraft like the Gulfstream is no longer cost effective. In
particular, the Debtor Lessees believe that the value of using the
Gulfstream does not exceed the substantial rent, maintenance,
operation and insurance costs associated with leasing and
operating the Gulfstream. Moreover, rejection of the Aircraft
Lease will ensure that no additional administrative expense
liability to Fleet is incurred.


RBX CORP: Gavin Anderson On Board as Public Relations Consultant
----------------------------------------------------------------
The Honorable Joseph J. Farnan, US Bankruptcy Court, District of
Delaware, entered an order on December 28, 2000, authorizing the
RBX Corporation, et al. to retain and employ Gavin Anderson &
Company as public relations consultant for the debtors.


RBX CORP: Pachulski's Employment as Debtors' Counsel Approved
-------------------------------------------------------------
The Honorable Joseph J. Farnan, US Bankruptcy Court, District of
Delaware, entered an order on December 28, 2000, authorizing the
RBX Corporation, et al. to retain and employ the law firm of
Pachulski, Stang, Ziehl, Young & Jones PC as its bankruptcy co-
counsel.


SAFETY-KLEEN: Toyota Wants Immediate Decision on Equipment Leases
-----------------------------------------------------------------
Toyota Motor Credit Corporation, through its attorney Robert T.
Aulgar, Jr., of Odessa, Delaware, has filed eleven Motions seeking
an Order setting a time by which Safety-Kleen Corp must assume or
reject equipment consisting of forklifts, or in the alternative,
for relief from the stay to terminate the lease and recover the
equipment.

The lease payments for these forklifts run from $300 to $500 per
month, and are in default in periods from March 2000 to October
200. In addition, the Debtors are to maintain insurance coverage
on the equipment, notifying Toyota of such coverage, in some full-
service leases return them to Toyota for periodic inspection and
servicing, or to maintain the forklifts according to Toyota's
manuals, and return the equipment at the end of the lease. The
forklifts have not been returned to Toyota for inspection and
servicing.


SERVICE MERCHANDISE: Agrees with Committee to Conduct Joint Review
------------------------------------------------------------------
The Board of Directors of Service Merchandise determined in late
1998 and prior to the Petition Date in early 1999 that the
company's capital structure and operations required substantial
restructuring. The Board thus decided to explore various
alternatives including possible change of control transactions
involving the infusion of additional capital, the restructuring of
the Company through judicial chapter 11 reorganization cases and
an out-of-court restructuring of debt. In connection with these
activities, the Company engaged various outside professionals as
Company Professionals and Board Professionals.

On or about December 31, 1998, the Board, by a 5-4 vote,
determined to delay implementation of recommendations from the
Company's senior management team and the Company's Professionals
with regard to a proposed 1999 business plan and the immediate
commencement of chapter 11. Instead, the Board decided to appoint
a special committee of the Board to work with the Board's
Professionals to evaluate alternatives to such recommendations.

On or about January 8, 1999, the majority of the Board determined
to accept the recommendations of the special committee and the
Board's Professionals to, among other matters: (1) reject the 1999
business plan proposed by former senior management and to employ
Jay Alix & Associates, a nationally prominent turnaround firm as
interim CEO and managers of the Company; (2) accept a refinancing
commitment from Citibank, N.A. that was intended to provide
liquidity to the Company to fund its 1999 operating requirements;
and (3) pursue an out-of-court restructuring instead of chapter 11
reorganization cases which included a moratorium on the payment
by the Debtors of substantially all of their vendor obligations
arising prior to January 8, 1999.

Since then until shortly prior to the filing of an involuntary
petition against Service on March 15, 1999, the Board's
Professionals acted on behalf of the Company and the Company's
former Professionals were either terminated, withdrew or did not
otherwise participate in the out-of-court restructuring
activities.

Prior to the commencement of the involuntary petition on March 15,
1999, the Board concluded, by unanimous consensus, that the
increasing degree of difficulty of completing the out-of-court
restructuring had rendered the out-of-court option inferior to the
commencement of chapter 11 reorganization cases, terminated the
Board's Professionals, rehired and/or reinstated the law firms
that had been the Company's Professionals through January 8, 1999,
and directed the Company's Professionals to prepare for the
commencement of strategic chapter 11 reorganization cases.

The Committee has advised the Debtors that it believes that the
acts, conduct and decisions of the five directors of the Debtors
who authorized the acts generally in connection with the special
committee of the Board and the Board's Professionals relating to
the attempted out-of-court restructure and related matters must be
reviewed to determine, inter alia, whether such acts, conduct and
decisions were made in the proper exercise of their fiduciary
duties and whether the advice given to the Board of Directors and
to the Special Committee by the Board Professionals was competent.
The Committee asserted the Debtors cannot properly conduct such
a review alone without the Committee's direct and active
participation.

The Committee also notified the Debtors that, unless the Debtors
agreed to a joint review and to this protocol, the Committee would
seek to independently review these matters pursuant to Section
1103 of Bankruptcy Code and Rule 2004 of the Bankruptcy Rules.

The Debtors agree that in accordance with Section 1103 of the
Bankruptcy Code, the Committee is a proper party to participate
with the Debtors in the conduct of the Review.

Under the agreement:

   (1) The Debtors shall take no action intended to impede the
       Review;

   (2) The Debtors shall make available for inspection and copying
       by the Committee all books, records and other documents (as
       defined as broadly as permitted under law) as the Committee
       reasonably requests, in writing, in connection with the
       Review;

   (3) The Debtors shall produce for examination with respect to
       matters that are the subject of the Review its officers,
       directors and employees and any other persons under the
       Debtors' control as the Debtors determine are appropriate
       or the Committee reasonably requests in writing in
       accordance with Rule 2004;

   (4) The Debtors shall have ten business days to object after
       its receipt of a written request;

   (5) If the Debtors object to any written request from the
       Committee in connection with the Review, and good faith
       efforts to resolve the dispute are unsuccessful, the
       Debtors shall produce the requested documents and/or
       witnesses to which the Debtors have objected within five
       business days after the next scheduled omnibus hearing
       in the Reorganization Cases unless prior to such time, the
       Debtors shall have sought a protective order;

   (6) In connection with the Review, the Debtors and the
       Committee are authorized to jointly issue subpoenas under
       Rule 2004 without another Court order but subject to the
       rights of the subpoenaed person or entity to object ;

   (7) In the event that the Debtors and the Committee are not in
       agreement with respect to the issuance of a particular
       subpoena, nothing in the agreement shall impede or impair
       the Debtors or the Committee from seeking appropriate
       relief from thr Court;

   (8) Upon completion of the Review, the Debtors and the
       Committee, through their legal professionals, shall prepare
       and file, under seal, a joint report with the Court with an
       appendix showing any disagreement on material fact between
       the Debtors and Committee;

   (9) Upon receipt of the Report and, to the extent that the
       Report includes a recommendation that litigation be
       commenced, the Court shall schedule a hearing to determine
       the procedures to be followed;

  (10) All information received by the Committee in connection
       with the Review shall be held in strict confidence and used
       solely for purposes of the Review but this does not
       restrict any party-in-interest from seeking the production
       of such information on terms not subject to this
       confidentiality restriction and in this regard the Debtors
       reserve all rights.

  (11) Current and former officers and directors of the Debtors
       have asserted, or may assert, that they are entitled to
       indemnification by the Debtors for reasonable legal fees
       and expenses incurred directly in connection with the
       Review and the Debtors may reimburse all reasonable legal
       fees and expenses incurred by the Indemnified Parties until
       the earlier of such time as the Debtors and the Committee
       jointly determine that the Review is concluded and the
       Bankruptcy Court shall have disposed of the Report or the
effective date of a confirmed chapter 11 plan of
reorganization.

The self-imposed time frame for completing the Joint Review has
been continued from time to time. By way of the latest
stipulation, such time period has been extended until January 31,
2001 as agreed between the Debtors and approved by the Court.


SMART WORLD: 12 Reasons in Support of Substantive Consolidation
---------------------------------------------------------------
Douglas T. Tabachnik, Esq., of Old Bridge, New Jersey, tells the
U.S. Bankruptcy Court for the Southern District of New York that a
substantive consolidation of his clients' estates -- Smart World
Communications, Inc., Smart World Technologies, LLC, and
Freewwweb, LLC -- is appropriate for a dozen reasons:

     (1) The principals of each of the Debtors are Steven Daum and
         Paula Daum. Steven Daum is the Chairman and CEO of each
         of the Debtors and the Daums control, through a
         combination of stock ownership in each of the entities
         the totality of all of their operations. Furthermore,
         the Debtors are essentially run as a single economic
         enterprise, without regard of their corporate
         identities.

     (2) The majority stock of each debtor corporation is owned
         directly or indirectly by the Daums. The Daums control
         the majority stock of Smart World Communication, Inc. to
         the extent of 93%, which in turn, controls approximately
         60% of the stock of Smart World Technology, LLC ("SWT"),
         which, in turn, wholly owns Freewwweb, LLC ("FW").

     (3) The officers of each of the debtor corporations are and
         have been substantially identical;

     (4) Debtors SWT and FW record the results of their operations
         in consolidated financial statements and report their
         income in a consolidated federal income tax return. SWC
         is merely a holding company for SWT and FW.

     (5) Certain of the Debtors do not have employees or office
         facilities of their own, but are instead operated by
         employees of other Debtors;

     (6) Debtors' management refers to and operates the individual
         Debtors as a single enterprise;

     (7) Assets and liabilities have been commingled among the
         Debtors SWT and FW, without regard to their separate
         corporate identities or individual corporate purposes;

     (8) Debtors' books and records are maintained on a
         consolidated basis for SWT and FW.

     (9) It is impractical, if not impossible, to isolate the
         separate assets and liabilities of these Debtors and to
         attempt to do so would impose undue financial burdens on
         the estates of these Debtors, to the detriment of their
         creditors.

    (10) Upon information and belief, creditors have not relied
         upon the assets of individual Debtors, but upon the
         credit of Debtors as a single, consolidated enterprise.

    (11) Substantive consolidation will benefit all creditors
         because a single plan of reorganization may be confirmed
         and implemented more efficiently and economically than
         multiple plans.

    (12) Creditors will benefit from substantive consolidation
         because it will permit Debtors' businesses to continue to
         be operated as a single economic enterprise without a
         need for different and duplicating management of the
         individual Debtors.


SUN HEALTHCARE: Agrees to Allow Insured Claimant to File Suit
-------------------------------------------------------------
Sun Healthcare Group Inc lifted the automatic stay to permit
Amelia Figueroa to file and serve a complaint on Sun and to permit
the prosecution and defense of the State Court Action (whether
filed in Federal or State Court) in connection with Ms. Figueroa's
allegedly sustained injuries at Sun Bridge Care and Rehabilitation
for Gainsville.

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

Judge Walrath has given her stamp of approval to the agreement.


SUNSHINE LASER: $2,795 LASIX Procedure Provider Goes Bust
---------------------------------------------------------
Sunshine Laser Centers Inc. filed for chapter 11 protection in the
U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division. Sunshine, Sarah Fanous-Samaan, writing for The Business
Journal in Tampa Bay, Florida, relates, jumped into the eye-repair
wars with advertisements touting itself as "the most affordable
LASIK procedure," at $2,795 for both eyes. A year later, the
company can't pay debts estimated between $1 million and $10
million.

Information Leasing Corp. is listed as the top creditor with a
claim for $986,977. The top 20 creditors hold unsecured claims
ranging from just less than $6,000 to almost $1 million for a
total of approximately $1.3 million. Nine of those creditors are
media outlets of one form or another. The Business Journal Serving
Greater Tampa Bay is among them.

Avon Equipment Leasing Inc. has already filed a motion to obtain
possession and control of leased computer equipment and software
from Sunshine. The filing states that Sunshine failed to make
payments in August and subsequent months on a three-year lease. In
the filing, Dr. John M. Kilgore is shown as the lessee. The amount
in arrears is more than $25,000.


THERMOVIEW INDUSTRIES: Calls Morris Anderson for Turnaround Help
----------------------------------------------------------------
ThermoView Industries, Inc. (AMEX: THV), America's Home
Improvement Company is turning to Morris Anderson & Associates, a
multi-disciplined management consulting firm which specializes in
working with under-performing and financially-troubled companies
in crisis/turnaround management, corporate finance, financial
advisory services and re-engineering. Morris Anderson is expected
to identify crucial financial and operating problems and advise
ThermoView on developing and implementing realistic operating and
recovery solutions.

Specifically, Morris Anderson will assist the Company in
negotiating and executing a plan for curing the recently declared
default from PNC Bank of its $15 million committed line of credit
originally established in August 1998 and subsequently amended.
PNC issued the default notice dated January 5, 2001 due to the
failure of the Company to permanently reduce the outstanding
principal amount of the line from $15 million to $10 million on or
before December 27, 2000, as required by an amendment to the
original Loan Agreement. The declaration of default by PNC also
serves as a condition of default under a July 1999 Securities
Purchase Agreement between the Company and GE Capital, whereby GE
Capital holds a subordinated note from the Company in the amount
of $10 million.

In its letter to the Company, PNC noted its intent to initiate
default action against the Company commencing on January 22, 2001
if the Company fails to make satisfactory arrangements to cure the
default on or before January 19, 2001. If the default is not cured
to the satisfaction of PNC by this date, PNC may elect to remedy
the default by, among other items, ceasing all advances to the
Company, accelerating all amounts owed to PNC and increasing the
interest rate on the line of credit.

Although the Company has received no formal declaration of
default from GE Capital, if GE Capital elects to pursue default
remedies, the subordinated debt documents provide them, among
other items, the right to accelerate all amounts owed to GE
Capital, subject to the rights of PNC as the Company's senior
lender. Under either the PNC line of credit or the GE subordinated
debt, an event of default could result in the loss of the
Company's subsidiaries, which ownership is pledged by the Company
to PNC and on a subordinated basis to GE Capital. PNC and GE,
subject to PNC's rights, also have security in all of the personal
property of ThermoView and PNC has personal guarantees from four
stockholders, including Stephen Hoffmann, for $3 million of this
debt.

Additional information regarding PNC's and GE Capital's rights to
remedy are detailed in a Form 8-K filed by the Company with the
U.S. Securities and Exchange Commission on January 12, 2001.

In other news, the Company reported that it was recently
successful in renegotiating with one of its institutional
investors, whereby the investor agreed to surrender preferred
shares, valued at $6 million, and 600,000 warrants, issued in a
1999 private placement transaction. In exchange for its surrender
of these shares and warrants, the investor received a stock
purchase warrant providing for its acquisition of a minimum
of 1.1 million warrants at an exercise price of $0.28 per share.
The term of the warrant expires April 22, 2004.

Additional corporate restructuring initiatives included the
acceptance of resignations from both Rodney H. Thomas as Chief
Executive Officer and John H. Cole as Chief Financial Officer. Mr.
Thomas will continue as a ThermoView Board member, as a ThermoView
officer (Director of Marketing), and as Vice President of Thomas
Construction, a wholly owned subsidiary of the Company. Charles L.
Smith, the current President and Chief Operating Officer, has been
appointed as Chief Executive Officer of ThermoView and James J.
TerBeest, presently Senior Vice President -- Finance and
Accounting, has been appointed as Chief Financial Officer.

According to Stephen Hoffmann, Chairman of ThermoView, "It
is management's intent to take all necessary steps to cure the
defaults with our lenders in an expedited manner. We believe that
engaging Morris Anderson to assist in re-engineering and
restructuring efforts is what needs to be done in order to best
position ThermoView to address this financial crisis and emerge as
a long-term player in the home improvement market. Since initially
launching our restructuring plan this past summer, we have
consolidated and streamlined operations, effected significant cost
cutting measures, and focused on leveraging our diversified
product lines to promote deeper penetration of key markets
nationwide. This is simply the beginning and we have much work to
do in order to restore ThermoView to solid financial footing. Once
this is accomplished, we can then begin to steadily, yet
aggressively, grow the Company on a fundamentally sound and
intelligent basis."

                   About ThermoView Industries, Inc.

ThermoView Industries, Inc. designs, manufactures, markets,
installs and services custom vinyl new and replacement windows and
replacement doors, primarily for the existing home market. The
Company is headquartered in Louisville, Kentucky, and its common
stock is listed on the American Stock Exchange under the ticker
symbol "THV."


USG CORP: S&P Expresses Concern in Wake of Asbestos Charges
-----------------------------------------------------------
Standard & Poor's placed its ratings on USG Corp. and its United
States Gypsum Co. subsidiary on CreditWatch with negative
implications. The rating actions follow the company's announcement
that it will take year-end charges totaling $904 million ($557
million net of taxes), of which $850 million is for the estimated
cost of settling asbestos claims currently pending against
United States Gypsum as well as estimated future asbestos claims
to be filed against it through 2003.

With this latest charge, the asbestos reserve approximates $1.185
billion. Asbestos case filings are likely after 2003, but USG is
currently unable to provide a reasonable estimate of the liability
of those cases.

Payments for asbestos-related claims are on the rise, siphoning
off significant cash flow at a time when earnings for this leading
wallboard manufacturer are in a cyclical decline. To help reduce
production costs, the company has announced the closing of some
wallboard facilities and a workforce reduction program. The costs
associated with these steps will result in a pretax charge of $54
million to fourth quarter results.

The CreditWatch listing will be resolved once Standard & Poor's
has met with management to review, among other issues, the
potential timing and magnitude of cash outlays for asbestos-
related property damage and personal injury claims over the next
three-to-five years and their impact on capital structure
integrity. A downgrade of at least one notch to triple-'B'-minus
appears likely, Standard & Poor's said.

     RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS

     USG Corp. Ratings
          Corporate credit rating                 BBB
          Senior unsecured debt                   BBB
          Preliminary senior unsecured shelf debt BBB
          Preliminary subordinated shelf debt     BBB-

     United States Gypsum Co.
          Corporate credit rating                 BBB
          Senior unsecured debt                   BBB


VENCOR: Asks Court to Knock-Out 393 Claims in Plan Voting Process
-----------------------------------------------------------------
Vencor, Inc., identified 393 proofs of claims that are the subject
of objection (the Disputed Claims) in their continued process of
reorganization, including preparing for the solicitation of votes
on the Plan, and the reconciliation of claims. The Debtors object
to each of these disputed claims because these claims are not
based on valid or enforceable obligations of the Debtors.

The Debtors have chosen not to file a formal objection to the
Disputed Claims at this time, and instead seek the Court's
authority to have the Disputed Claims disallowed only for voting
purposes.

The Debtors expressly indicate that they reserve the right to file
further objections to the claims on any grounds at a later time.
Moreover, the Debtors seek to reserve the right to amend, modify
or supplement this Objection to voting by the claimants of the 393
claims identified. The Debtors also reserve the right to file
additional objections to the Disputed Claims, including, without
limitation, objections as to the amount, priority or validity
asserted in the Disputed Claims, or any other claims (filed or
not yet filed) against the Debtors.


WHEELING-PITTSBURGH: Employing Workers' Compensation Professionals
------------------------------------------------------------------
Pittsburgh-Canfield Corporation and its affiliated Debtors, which
include Wheeling-Pittsburgh Steel Corp, apply for entry of an
Order authorizing the Debtors to employ workers' compensation
professionals in the ordinary course of business:

     Jackson & Kelly, Wheeling, WV
     Jackson & Kelly, Charleston, WV
     Albertson & Jones, Charleston, WV
     Hanlon, Duff, Paleudis & Estadt Co., LPA,
          St. Clairsville, Ohio
     Vorys, Sater, Seymour & Pease, Columbus, Ohio
     Bechtol, Lee & Eberhardt Pittsburgh, Pennsylvania
     Dickie, McCamey & Chilcote, Pittsburgh, Pennsylvania

In the ordinary course of its business the Debtors employ various
attorneys, environmental consultants and other professionals who
render discrete, but valuable, services to the Debtors. The
Debtors have sought approval to employ and pay these workers'
compensation professionals without the necessity of further court
approval. These professionals will not be involved in the Debtors'
rehabilitation efforts. Where professionals render services that
are not central to the bankruptcy case, but rather are focused
upon matters that would be required regardless of whether a
Chapter 11 case has been commenced, such persons are not
"professional persons" whose retention requires prior bankruptcy
court approval.

The Debtors sought authority to pay these firms under the
following terms:

     (a) Where the fees and expenses incurred by a workers'
compensation professional employed under this Application do not
exceed $25,000 in any month, this amount may be paid by the
Debtors without further court approval; and

     (b) Where the fees and expenses incurred by a workers'
compensation professional employed under this Application exceed
$25,000 in any month, that professional will be required to seek
approval form the Court of its fees and expenses for that month
through formal application as required of any other professional.


* Meetings, Conferences and Seminars
------------------------------------

January 30, 2001
   Turnaround Management Association -- Florida
      Monthly Luncheon
         Centre Club, Tampa, Florida
            Contact: 1-561-885-1331 or tma@tmaflorida.org

February 8-10, 2001
   American Bankruptcy Institute
      Rocky Mountain Bankruptcy Conference
         Adam's Mark Hotel, Denver, Colorado
            Contact: 1-703-739-0800 ot http://www.abiworld.org

February 22-23, 2001
   ALI-ABA
      Commercial Real Estate Defaults, Workouts,
      and Reorganizations
         Wyndham Palace Resort, Orlando
         (Walt Disney World), Florida
            Contact: 1-800-CLE-NEWS

February 25-28, 2001
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute I
          Marriot Hotel, Park City, Utah
             Contact: 770-535-7722 or Nortoninst@aol.com

February 28-March 3, 2001
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Hotel del Coronado, San Diego, CA
            Contact: 312-822-9700 or info@turnaround.org

March 4-6, 2001
   International Bar Association
      2001: An Insolvency Cyberspace Odyssey
         The Ritz Hotel, Lisbon, Portugal
            Contact: 011-440-20-7629-1206 or confs@int-bar.org

March 8-9, 2001
   ALI-ABA
      Corporate Mergers and Acquisitions
         Renaissance Stanford Court, San Francisco, California
            Contact: 1-800-CLE-NEWS

March 16, 2001
   American Bankruptcy Institute
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800 ot http://www.abiworld.org

March 28-30, 2001
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Healthcare Restructurings 2001
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

March 29-April 1, 2001
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton; Las Vegas, Nevada
            Contact: 1-770-535-7722 or Nortoninst@aol.com

April 19-21, 2001
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Pan Pacific Hotel, San Francisco, California
            Contact: 1-800-CLE-NEWS

April 19-22, 2001
   American Bankruptcy Institute
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

April 26-29, 2001
   COMMERCIAL LAW LEAGUE OF AMERICA
      71st Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: Comlawleag@aol.com

May 14, 2001
   American Bankruptcy Institute
      NY City Bankruptcy Conference
         Association of the Bar of the City of New York
         New York, New York
            Contact: 1-703-739-0800 ot http://www.abiworld.org

May 17-18, 2001
   RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel,
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   
   
June 7-10, 2001
   American Bankruptcy Institute
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 ot http://www.abiworld.org

June 13-16, 2001
    Association of Insolvency & Restructuring Accountants
       Annual Conference
          Hyatt Newporter, Newport Beach, California
             Contact: 541-858-1665 or aira@ccountry.com

June 28-July 1, 2001
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact:  770-535-7722 or Nortoninst@aol.com

June 28-July 1, 2001
   American Bankruptcy Institute
      Hawaii CLE Program
         Outrigger Wailea Resort, Maui, Hawaii
            Contact: 1-703-739-0800 ot http://www.abiworld.org

July 12-15, 2001
   American Bankruptcy Institute
      Northeast Bankruptcy Conference
         Stoweflake Resort, Stowe, Vermont   
            Contact: 1-703-739-0800 ot http://www.abiworld.org

July 26-28, 2001
   ALI-ABA
      Chapter 11 Business Reorganizations
         Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-800-CLE-NEWS

August 1-4, 2001
   American Bankruptcy Institute
      Southeast Bankruptcy Conference
         The Ritz-Carlton, Amelia Island, Florida   
            Contact: 1-703-739-0800 ot http://www.abiworld.org

September 6-9, 2001
   American Bankruptcy Institute
      Southwest Bankruptcy Conference
         The Four Seasons Hotel, Las Vegas, Nevada   
            Contact: 1-703-739-0800 ot http://www.abiworld.org

September 14-15, 2001
   American Bankruptcy Institute
      ABI/Georgetown Program "Views from the Bench"
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

October 3-6, 2001
   American Bankruptcy Institute
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800 ot http://www.abiworld.org

November 29-December 1, 2001
   American Bankruptcy Institute
      Winter Leadership Conference
         La Costa Resort & Spa, Carlsbad, California
            Contact: 1-703-739-0800 ot http://www.abiworld.org

April 18-21, 2002
   American Bankruptcy Institute
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

June 6-9, 2002
   American Bankruptcy Institute
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 ot http://www.abiworld.org

December 5-8, 2002
   American Bankruptcy Institute
      Winter Leadership Conference
         The Westin, La Plaoma, Tucson, Arizona
            Contact: 1-703-739-0800 ot http://www.abiworld.org

April 10-13, 2003
   American Bankruptcy Institute
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 ot http://www.abiworld.org

December 5-8, 2003
   American Bankruptcy Institute
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 ot http://www.abiworld.org

The Meetings, Conferences and Seminars column appears
in the TCR each Wednesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  


                          *********

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

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

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

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 and 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 ***